EX-99.1 2 a16-5259_2ex99d1.htm EX-99.1

Exhibit 99.1

 

GRAPHIC

 

NORTHSTAR REALTY FINANCE

ANNOUNCES FOURTH QUARTER 2015 RESULTS

 

Highlights

 

·                  Cash Available for Distribution (“CAD”) of $0.63 Per Share

 

·                  Fourth Quarter Dividend of $0.40 Per Share

 

·                  Repurchased $100 Million of Common Stock

 

·                  In October 2015, completed spin-off of European REIT into a separate publicly-traded company, NorthStar Realty Europe Corp. (“NRE”)

 

·                  $2.0 Billion of Monetizations Resulting in Approximately $930 Million of Cash Proceeds

 

·                  Formed Special Committee and Retained UBS Investment Bank to Advise on a Potential Recombination with NorthStar Asset Management Group Inc.

 

NEW YORK, NY, February 26, 2016 - NorthStar Realty Finance Corp. (NYSE: NRF) (“NorthStar Realty”) today announced its results for the fourth quarter ended December 31, 2015.

 

Fourth Quarter 2015 Results

 

NorthStar Realty reported CAD for the fourth quarter 2015 of $118.0 million, or $0.63 per share. Net (loss) to common stockholders for the fourth quarter 2015 was $(72.3) million, or $(0.39) per diluted share.

 

For the fourth quarter of 2015, CAD includes the impact from the following: (i) approximately $16 million of CAD differential from each of the prior two quarters due to typical hotel seasonality; (ii) approximately $5 million in predominantly non-recurring quarterly tax expenses; (iii) approximately $10 million of CAD foregone relating to certain real estate private equity fund holdings sold as of September 30, 2015 (discussed further below); and (iv) the inclusion of one month of earnings from NorthStar Realty Europe Corp. (approximately $5 million).

 

For more information and a reconciliation of CAD to net income (loss) to common stockholders, please refer to the tables on the following pages.

 

Jonathan A. Langer, Chief Executive Officer, commented, “NorthStar Realty continues to focus on its asset monetization effort and other strategic initiatives and we are pleased with what we have accomplished to date. In continuing our strategy of prudent balance sheet and liquidity management, we recently announced a revision to NorthStar Realty’s dividend policy, which we believe will result in significant value creation for our stockholders and will position NorthStar Realty as a durable, long-term business for years to come.”

 

Mr. Langer added, “We are focused on applying capital generated from asset sales and retained earnings to actively repurchase our common stock, which we believe is currently trading at a significant discount to underlying net asset value and to retire recourse borrowings.  Thus, we expect our strategy to simultaneously create substantial value for shareholders and reduce risk.  We will continue to explore all opportunities to create value for our shareholders, including other corporate strategic initiatives.”

 

Portfolio Results and Performance Metrics

 

Below are portfolio results and performance metrics for the fourth quarter 2015. Same-store results are presented for direct real estate properties that NorthStar Realty owned during the full quarter ended December 31, 2014. A substantial portion of our healthcare real estate and multi-tenant office business was acquired during the fourth quarter 2014 and, accordingly, same-store results will be included beginning the first quarter 2016. For private equity fund investments and financial investments such as loans, securities and CDO equity, information presented represents fourth quarter 2015 results compared to third quarter 2015 results. For more information and a reconciliation of net operating income (“NOI”) to property and other related revenues net of property operating expenses, please refer to the tables on the following pages.

 

1



 

Healthcare Real Estate

 

·                  For the fourth quarter 2015, combined healthcare portfolio NOI was $105.0 million.

 

Medical Office Buildings

 

·                  For the fourth quarter 2015, NOI was $25.8 million, remaining lease term was 6.6 years and occupancy was 90.0%.

 

Senior Housing — Operating

 

·                  For the fourth quarter 2015, NOI was $31.1 million and occupancy was 91%.

 

Senior Housing — Triple Net Lease

 

·                  For the fourth quarter 2015, NOI was $15.1 million, remaining lease term was 12.4 years and lease (EBITDAR) coverage was 1.5x.

 

Skilled Nursing Facilities

 

·                  For the fourth quarter 2015, NOI was $28.0 million, remaining lease term was 8.8 years and lease (EBITDAR) coverage was 1.5x.

 

Hospitals

 

·                  For the fourth quarter 2015, NOI was $5.0 million, remaining lease term was 10.5 years and lease (EBITDAR) coverage was 3.0x.

 

Hotels

 

·                  For the fourth quarter 2015, EBITDA was $60.9 million, RevPAR was $85.6, WA occupancy was 70.3% and EBITDA margin was 32.1%.

 

·                  For portfolios owned during the full quarter ended December 31, 2014, EBITDA was $36.7 million, RevPAR was $83.4, WA occupancy was 68.8% and EBITDA margin was 31.5% for the fourth quarter 2015, compared to EBITDA of $36.2 million, RevPAR of $81.4, WA occupancy of 68.9% and EBITDA margin of 31.4% for the fourth quarter 2014.

 

Manufactured Housing Communities

 

·                  For the fourth quarter 2015, NOI was $31.2 million, WA monthly rent was $484.8 and economic occupancy was 85.5%.

 

·                  For portfolios owned during the full quarter ended December 31, 2014, NOI was $30.2 million, WA monthly rent was $491.1 and economic occupancy was 85.7% for fourth quarter 2015, compared to NOI of $27.6 million, WA monthly rent of $473.0 and economic occupancy of 85.0% for the fourth quarter 2014.

 

Net Lease Real Estate

 

·                  For the fourth quarter 2015, NOI was $14.9 million, remaining lease term was 9.2 years and occupancy was 95.6%.

 

·                  For portfolios owned during the full quarter ended December 31, 2014, NOI was $14.4 million, remaining lease term was 9.6 years and occupancy was 99.1% for the fourth quarter 2015, compared to NOI of $14.1, remaining lease term of 9.7 years and occupancy of 99.1% for the fourth quarter 2014.

 

Multifamily Real Estate

 

·                  For portfolios owned during the full quarter ended December 31, 2014, NOI was $6.6 million, occupancy was 93.5%, WA monthly rent was $803.0 and NOI margin was 54.0% for the fourth quarter 2015, compared to NOI of $6.1 million, occupancy of 94.1%, WA monthly rent of $774.0 and NOI margin of 53.0% for the fourth quarter 2014.

 

Multi-tenant Office Real Estate

 

·                  For the fourth quarter 2015, NOI was $2.8 million, remaining lease term was 2.5 years, occupancy was 88.5% and NOI margin was 53.7%.

 

2



 

Interest in Private Equity Funds

 

·                  For the fourth quarter 2015, aggregate gross distributions were $139.5 million, of which $42.4 million was income earned and aggregate contributions totaled $9.6 million. As of December 31, 2015, aggregate portfolio net carrying value was $1.1 billion with a yield of 16.9%. Pro forma for the real estate private equity fund interests sold, net carrying value was $873.1 million with a yield of 16.6%. For the third quarter 2015, aggregate gross distributions were $182.3 million, of which $55.1 million was income earned and aggregate contributions were $2.2 million. As of September 30, 2015, aggregate portfolio net carrying value was $1.1 billion with a yield of 17.0%.

 

Balance Sheet Loans

 

·                  For the fourth quarter 2015, aggregate portfolio income earned on invested equity was $21.2 million. During the fourth quarter 2015, repayments totaled $266.2 million. As of December 31, 2015, aggregate portfolio carrying value was $506.0 million, net of $126.1 million of financing, with a yield on equity of 10.9%, excluding certain loans. Aggregate portfolio carrying value was $328.1 million, net of $79.2 million of financing, with a yield on equity of 10.0%, excluding certain loans and pro forma for loans sold subsequent to year end 2015.  For the third quarter 2015, aggregate portfolio income earned on invested equity was $24.6 million. During the third quarter 2015, repayments totaled $7.5 million. As of September 30, 2015, aggregate portfolio carrying value was $805.8 million, net of $65.9 million of financing, with a yield on equity of 11.0%.

 

N-Star CDO Bonds and Other Securities

 

·                  For the fourth quarter 2015, aggregate portfolio income earned was $17.2 million, which includes $4.5 million related to repurchased CDO bonds that are eliminated in consolidation. As of December 31, 2015, the principal amount of the portfolio, excluding repurchased CDO bonds that are eliminated in consolidation, was $518.5 million with an amortized cost of $256.4 million and a yield of 18.1% or pro forma for securities sold subsequent to year end 2015 a principal amount of $431.9 million with an amortized cost of $212.8 million and a yield of 18.5%. As of December 31, 2015, the principal amount of repurchased CDO bonds that are eliminated in consolidation was $140.6 million. For the third quarter 2015, aggregate portfolio income earned was $14.9 million, which includes $3.1 million related to repurchased CDO bonds that are eliminated in consolidation. As of September 30, 2015, the principal amount of the portfolio, excluding repurchased CDO bonds that are eliminated in consolidation, was $497.1 million with an amortized cost of $237.7 million and a yield of 19.1%. As of September 30, 2015, the principal amount of repurchased CDO bonds that are eliminated in consolidation was $135.4 million.

 

CDO Equity and Other Income

 

·                  For the fourth quarter 2015, aggregate equity distributions and other income was $25.8 million. For the third quarter 2015, aggregate equity distributions and other income was $23.2 million.

 

Asset Divestures

 

Real Estate Private Equity

 

·                  NorthStar Realty entered into an agreement to sell its interest in one of its portfolios of real estate private equity funds.  This transaction will result in NorthStar Realty receiving net proceeds of $184 million and being relieved of $243 million in deferred purchase price funding obligations. $145 million of the $184 million was collected earlier this month with the remaining balance expected to be received in March. NorthStar Realty generated an IRR of approximately 17.3% on its invested equity.

 

·                  NorthStar Realty hired an advisor to sell a majority of NorthStar Realty’s remaining portfolios of real estate private equity fund interests, which have a carrying value of $918 million as of December 31, 2015 and $58 million of expected future funding obligations.

 

Commercial Real Estate Loans, Corporate Debt Investments and Securities

 

·                  NorthStar Realty sold certain of its commercial real estate loans, at par, which will result in NorthStar Realty receiving net proceeds of $178 million, of which $120 million was received earlier this month with the remaining proceeds expected to be collected in March. NorthStar Realty expects to generate an IRR of approximately 13.6% on its invested equity.

 

3



 

·                  NorthStar Realty has worked to achieve accelerated repayments of certain loans, at par, which resulted in NorthStar Realty receiving net proceeds of $277 million, of which $217 million was related to RXR loans that repaid in October 2015. NorthStar Realty generated an IRR of approximately 13.7% on its invested equity.

 

·                  NorthStar Realty sold certain of its real estate securities which resulted in NorthStar Realty receiving net proceeds of $54 million. NorthStar Realty generated an IRR of approximately 26.4% on its invested equity.

 

Commercial Real Estate

 

·                  NorthStar Realty entered into an agreement to sell its interest in a portfolio of senior housing assets which will result in NorthStar Realty receiving net proceeds of approximately $150 million. These proceeds are expected to be received in March 2016. The gross price is approximately $900 million with $648 million of mortgage financing in place which is being assumed as part of the transaction. NorthStar Realty expects to generate an IRR of approximately 10.0% on its invested equity.

 

·                  NorthStar Realty entered into and is finalizing other agreements to sell up to 10 multifamily properties which will result in NorthStar Realty receiving net proceeds of $91 million. These proceeds are expected to be received during the second quarter 2016.  The gross price is $311 million with $210 million of mortgage financing in place which is being assumed as part of the transactions. NorthStar Realty expects to generate an IRR of approximately 19.2% on its invested equity. NorthStar Realty remains focused on monetizing additional portions of its multifamily portfolio.

 

·                  NorthStar Realty retained an advisor to sell a substantial minority interest in the remainder of its healthcare real estate portfolio. Our 462 healthcare properties are primarily comprised of medical office buildings, senior housing facilities and skilled nursing facilities. Approximately 80% of the NOI in the portfolio is comprised of medical office buildings and other long-term leased real estate.  Updates on this sale process will be provided when appropriate.

 

·                  NorthStar Realty retained an advisor to sell all or a portion of its manufactured housing portfolio. Our manufactured housing portfolio consists of 136 communities that lease pad rental sites for placement of factory built homes located throughout the United States. Updates on this sale process will be provided when appropriate.

 

·                  NorthStar Realty retained an advisor to sell its interest in an industrial net lease portfolio. NorthStar Realty has approximately $160 million of capital invested in this portfolio.

 

NorthStar Realty Total Assets

 

·                  Assets as of December 31, 2015 totaled approximately $16.9 billion (pro forma for asset monetization initiatives as of February 23, 2016, assets are approximately $15.2 billion), including assets of deconsolidated CDOs and investments of NorthStar Realty.

 

·                  Approximately 85% of the $16.9 billion of total assets are comprised of direct and indirect ownership interests in real estate (pro forma for asset monetization initiatives as of February 23, 2016, approximately 86% of the $15.2 billion of total assets are comprised of direct and indirect ownership interests in real estate).

 

Supplemental Disclosure

 

·                  Please refer to the supplemental presentation that was posted on NorthStar Realty’s website, www.nrfc.com, which provides substantial additional details regarding NorthStar Realty’s investments.

 

Liquidity, Financing and Capital Markets Highlights

 

Corporate Credit Facility

 

·                  Subsequent to the fourth quarter 2015, NorthStar Realty amended the total facility size to $250 million.

 

4



 

 

Common Equity

 

·                  During the fourth quarter of 2015, NorthStar Realty repurchased approximately $100 million of its common stock and including amounts repurchased in the third quarter of 2015, NorthStar Realty repurchased an aggregate $118 million of its common stock.

 

Liquidity as of February 23, 2016

 

 

 

$ in millions

 

 

 

 

 

 

 

Unrestricted cash

 

$

476

 

Undrawn corporate revolving credit facility (1)

 

100

 

Asset sales under contract

 

338

 

Expected liquidity

 

$

914

 

 


(1) Reflects facility size of $250 million, net of current outstanding balance of $150 million.

 

Common shares, LTIPs and RSUs not subject to performance hurdles, outstanding

 

 

 

Amounts in millions

 

 

 

 

 

 

 

Weighted average for Q4’15

 

188.2

 

 

 

 

 

Total outstanding as of December 31, 2015

 

185.7

 

 

 

 

 

Potential Additional Shares

 

 

 

Common shares underlying remaining exchangeable notes

 

0.7

 

Grand total

 

186.4

 

 

Earnings Conference Call

 

NorthStar Realty will host a conference call to discuss fourth quarter 2015 financial results on February 26, 2016, at 9:00 a.m. Eastern time.  Hosting the call will be Jonathan A. Langer, Chief Executive Officer and Debra A. Hess, Chief Financial Officer, as well as Executives of NorthStar Asset Management Group, David T. Hamamoto, Executive Chairman, Al Tylis, Chief Executive Officer and Daniel R. Gilbert, Chief Investment and Operating Officer.

 

The call will be webcast live over the Internet from NorthStar Realty’s website, www.nrfc.com, and will be archived on the Company’s website.  The call can also be accessed live over the phone by dialing 888-206-4916, or for international callers, by dialing 913-312-0968, and using passcode 4771492.

 

A replay of the call will be available two hours after the call through March 3, 2016 by dialing 888-203-1112 or, for international callers, 719-457-0820, using pass code 4771492.

 

About NorthStar Realty Finance Corp.

 

NorthStar Realty Finance Corp. is a diversified commercial real estate company that is organized as a REIT and is managed by an affiliate of NorthStar Asset Management Group Inc. (NYSE: NSAM), a global asset management firm. For more information about NorthStar Realty Finance Corp., please visit www.nrfc.com.

 

5



 

NorthStar Realty Finance Corp.

Consolidated Statements of Operations

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

(Unaudited)

 

 

 

Three Months Ended

 

Years Ended

 

 

 

December 31,

 

December 31,

 

 

 

2015

 

2014

 

2015(1) 

 

2014

 

 

 

 

 

 

 

 

 

 

 

Property and other revenues

 

 

 

 

 

 

 

 

 

Rental and escalation income

 

$

194,384

 

$

117,339

 

$

732,425

 

$

349,951

 

Hotel related income

 

189,912

 

135,319

 

784,151

 

237,039

 

Resident fee income

 

71,930

 

37,429

 

271,394

 

77,516

 

Other revenue

 

18,129

 

4,998

 

29,466

 

14,994

 

Total property and other revenues

 

474,355

 

295,085

 

1,817,436

 

679,500

 

Net interest income

 

 

 

 

 

 

 

 

 

Interest income

 

41,497

 

74,655

 

227,483

 

310,116

 

Interest expense on debt and securities

 

2,986

 

2,609

 

8,678

 

11,977

 

Net interest income on debt and securities

 

38,511

 

72,046

 

218,805

 

298,139

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

Management fee, related party

 

47,435

 

43,393

 

198,695

 

82,756

 

Interest expense—mortgage and corporate borrowings

 

126,559

 

88,057

 

486,408

 

231,894

 

Real estate properties — operating expenses

 

241,369

 

152,637

 

915,701

 

318,477

 

Other expenses

 

6,315

 

4,638

 

26,607

 

8,920

 

Transaction costs

 

5,573

 

92,578

 

31,427

 

172,416

 

Impairment losses

 

31,951

 

 

31,951

 

 

Provision for (reversal of) loan losses, net

 

3,381

 

1,050

 

4,201

 

3,769

 

General and administrative expenses

 

 

 

 

 

 

 

 

 

Salaries and related expense

 

7,322

 

1,902

 

13,744

 

22,124

 

Equity-based compensation expense(2)

 

2,980

 

4,623

 

27,693

 

24,885

 

Other general and administrative expenses

 

4,711

 

2,349

 

16,658

 

12,357

 

Total general and administrative expenses

 

15,013

 

8,874

 

58,095

 

59,366

 

Depreciation and amortization

 

116,731

 

72,267

 

456,916

 

184,689

 

Total expenses

 

594,327

 

463,494

 

2,210,001

 

1,062,287

 

Other income (loss)

 

 

 

 

 

 

 

 

 

Unrealized gain (loss) on investments and other

 

(25,270

)

(17,375

)

(204,112

)

(231,697

)

Realized gain (loss) on investments and other

 

(1,671

)

(15,294

)

14,407

 

(77,064

)

Gain (loss) from deconsolidation of N-Star CDOs

 

 

 

 

(31,423

)

Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense)

 

(108,402

)

(129,032

)

(363,465

)

(424,832

)

Equity in earnings (losses) of unconsolidated ventures

 

47,339

 

55,423

 

219,077

 

165,053

 

Income tax benefit (expense)

 

(4,715

)

(8,382

)

(14,325

)

(16,606

)

Income (loss) from continuing operations

 

(65,778

)

(81,991

)

(158,713

)

(276,385

)

Income (loss) from discontinued operations(2)

 

5,756

 

(28,890

)

(108,554

)

(44,701

)

Net income (loss)

 

(60,022

)

(110,881

)

(267,267

)

(321,086

)

Net (income) loss attributable to non-controlling interests

 

8,799

 

15,487

 

24,008

 

22,879

 

Preferred stock dividends

 

(21,059

)

(21,059

)

(84,238

)

(73,300

)

Net income (loss) attributable to NorthStar Realty Finance Corp. common stockholders

 

$

(72,282

)

$

(116,453

)

$

(327,497

)

$

(371,507

)

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share:(3)

 

 

 

 

 

 

 

 

 

Income (loss) per share from continuing operations

 

$

(0.42

)

$

(0.70

)

$

(1.25

)

$

(3.33

)

Income (loss) per share from discontinued operations

 

0.03

 

(0.23

)

(0.62

)

(0.46

)

Basic

 

$

(0.39

)

$

(0.93

)

$

(1.87

)

$

(3.79

)

Diluted

 

$

(0.39

)

$

(0.93

)

$

(1.87

)

$

(3.79

)

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares:(3)

 

 

 

 

 

 

 

 

 

Basic

 

185,957,488

 

124,451,508

 

174,873,074

 

98,035,886

 

Diluted

 

187,827,833

 

124,451,508

 

176,345,121

 

98,995,229

 

 


(1)   The consolidated financial statements for the year ended December 31, 2015 includes: (i) the Company’s results of operations for the two months ended December 31, 2015 which represents the activity following the NRE Spin-off; and (ii) the Company’s results of operations for the ten months ended October 31, 2015 which represents a carve-out of revenues and expenses attributable to NRE recorded in discontinued operations.  As a result, the year ended December 31, 2015 may not be comparable to the prior periods presented.

(2)   The six months ended June 30, 2014, includes $13.7 million of equity-based compensation recorded in discontinued operations.

(3)   Adjusted for the one-for-two reverse stock split completed on November 1, 2015.

 

6



 

NorthStar Realty Finance Corp.

Consolidated Balance Sheets

($ in thousands)

(Unaudited)

 

 

 

December 31,

 

December 31,

 

 

 

2015

 

2014

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$

224,101

 

$

296,964

 

Restricted cash

 

299,288

 

389,779

 

Operating real estate, net

 

8,702,259

 

10,212,004

 

Real estate debt investments, net

 

501,474

 

1,067,667

 

Real estate debt investments, held for sale

 

224,677

 

 

Investments in private equity funds, at fair value

 

1,101,650

 

962,038

 

Investments in unconsolidated ventures

 

155,737

 

207,777

 

Real estate securities, available for sale

 

702,110

 

878,514

 

Receivables, net

 

66,197

 

111,299

 

Receivable, related parties

 

2,850

 

2,287

 

Unbilled rent receivable, net

 

46,262

 

16,140

 

Derivative assets, at fair value

 

116

 

2,131

 

Intangible assets, net

 

527,277

 

659,445

 

Assets of properties held for sale

 

2,742,635

 

29,012

 

Assets of discontinued operations

 

 

158,533

 

Other assets

 

106,412

 

185,122

 

Total assets(1)

 

$

15,403,045

 

$

15,178,712

 

Liabilities

 

 

 

 

 

Mortgage and other notes payable

 

$

7,164,576

 

$

8,327,509

 

Credit facilities and term borrowings

 

652,704

 

718,759

 

CDO bonds payable, at fair value

 

307,601

 

390,068

 

Securitization bonds payable

 

 

41,746

 

Exchangeable senior notes

 

29,038

 

41,008

 

Junior subordinated notes, at fair value

 

183,893

 

215,172

 

Accounts payable and accrued expenses

 

170,120

 

186,836

 

Due to related party

 

50,903

 

47,430

 

Derivative liabilities, at fair value

 

103,293

 

17,915

 

Intangible liabilities, net

 

149,642

 

176,528

 

Liabilities of properties held for sale

 

2,209,689

 

28,962

 

Liabilities of discontinued operations

 

 

79,512

 

Other liabilities

 

165,856

 

193,611

 

Total liabilities(2)

 

11,187,315

 

10,465,056

 

Commitments and contingencies

 

 

 

 

 

Equity

 

 

 

 

 

NorthStar Realty Finance Corp. Stockholders’ Equity

 

 

 

 

 

Preferred stock, $986,640 aggregate liquidation preference as of December 31, 2015 and 2014

 

939,118

 

939,118

 

Common stock, $0.01 par value, 500,000,000 shares authorized, 183,239,708 and 150,842,021 shares issued and outstanding as of December 31, 2015 and 2014, respectively(3)

 

1,832

 

1,508

 

Additional paid-in capital

 

5,149,349

 

4,828,928

 

Retained earnings (accumulated deficit)

 

(2,309,564

)

(1,422,399

)

Accumulated other comprehensive income (loss)

 

18,485

 

49,540

 

Total NorthStar Realty Finance Corp. stockholders’ equity

 

3,799,220

 

4,396,695

 

Non-controlling interests

 

416,510

 

316,961

 

Total equity

 

4,215,730

 

4,713,656

 

Total liabilities and equity

 

$

15,403,045

 

$

15,178,712

 

 


(1) Assets of consolidated VIEs included in the total assets above:

 

 

 

 

 

Restricted cash

 

$

11,362

 

$

4,601

 

Operating real estate, net

 

 

7,137

 

Real estate debt investments, net

 

22,145

 

25,325

 

Real estate securities, available for sale

 

385,421

 

463,050

 

Receivables

 

1,577

 

2,304

 

Other assets

 

590

 

242

 

Total assets of consolidated VIEs

 

$

421,095

 

$

502,659

 

(2) Liabilities of consolidated VIEs included in the total liabilities above:

 

 

 

 

 

CDO bonds payable, at fair value

 

$

307,601

 

$

390,068

 

Accounts payable and accrued expenses

 

1,255

 

1,761

 

Derivative liabilities, at fair value

 

7,321

 

17,707

 

Other liabilities

 

575

 

1,784

 

Total liabilities of consolidated VIEs

 

$

316,752

 

$

411,320

 

 

(3)      Adjusted for the one-for-two reverse stock split completed on November 1, 2015.

 

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Non-GAAP Financial Measure

 

Included in this press release is Cash Available for Distribution, or CAD, a certain “non-GAAP financial measure”, which measures NorthStar Realty’s historical or future financial performance that is different from measures calculated and presented in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, within the meaning of the applicable Securities and Exchange Commission, or SEC, rules.  NorthStar Realty believes this metric can be a useful measure of its performance which is further defined below.

 

Cash Available for Distribution (CAD)

 

We believe that CAD provides investors and management with a meaningful indicator of operating performance.  We also believe that CAD is useful because it adjusts for a variety of cash (such as transaction costs, cash flow related to N-Star CDO equity interests and community fees) and non-cash items (such as depreciation and amortization, equity-based compensation, realized gain (loss) on investments, provision for loan losses, asset impairment, bad debt expense and non-cash interest income and expense items).  We adjust for transaction costs because these costs are not a meaningful indicator of our recurring operating performance.  For instance, these transaction costs include costs such as professional fees associated with new investments or restructuring of investments, which are expenses related to specific transactions.  We adjust for the cash flow related to N-Star CDO equity interests which represents the net interest generated from the N-Star CDO equity interests.  We also adjust for community fees received in cash related to our independent living healthcare portfolio which represents a component of our aggregate net return generated related to such investment. These cash flows are a component of our ongoing return on such investments, and therefore, is adjusted in CAD as it provides investors and management with a meaningful indicator of our recurring operating performance. Furthermore, CAD adjusts N-Star CDO bond discounts to record such investments on an effective yield basis over the expected weighted average life of the investment.  N-Star CDO bond discounts relates to repurchased CDO bonds of consolidated CDO financing transactions at a discount to par.  These CDO bonds typically have a low interest rate and the majority of the return is generated from repurchasing the CDO bonds at a discount to expected recovery value.  Because the return generated through the accretion of the discount is a meaningful contributor to our recurring operating performance, such accretion is adjusted in CAD.  The computation for the accretion of the discount under U.S. GAAP and CAD is the same.  However, for CDO financing transactions that are consolidated under U.S. GAAP, the CDO bonds are not presented as an investment but rather are eliminated in our consolidated financial statements.  In addition, we adjust for distributions and adjustments to joint venture partners, which represent the net return generated from our investments allocated to our non-controlling interests.  For our owned hotels, our CAD calculation is equivalent to earnings before interest taxes depreciation and amortization (EBITDA), the hotel industry standard metric, which does not make an adjustment for furniture, fixtures and equipment (FF&E) reserves.  CAD may fluctuate from period to period based upon a variety of factors, including, but not limited to, the timing and amount of investments, repayments, asset sales and realization events, capital raised, use of leverage, changes in the expected yield of investments and the overall conditions in commercial real estate and the economy generally.  Management also believes that quarterly distributions are principally based on operating performance and our board of directors includes CAD as one of several metrics it reviews to determine quarterly distributions to stockholders.

 

We calculate CAD by subtracting from or adding to net income (loss) attributable to common stockholders, non-controlling interests and the following items: depreciation and amortization items including depreciation and amortization, straight-line rental income or expense (excluding amortization of rent free periods), amortization of above/below market leases, amortization of deferred financing costs, amortization of discount on financings and other and equity-based compensation; cash flow related to N-Star CDO equity interests; accretion of consolidated N-Star CDO bond discounts; non-cash net interest income in consolidated N-Star CDOs; unrealized gain (loss) from the change in fair value; realized gain (loss) on investments and other, excluding accelerated amortization related to sales of CDO bonds or other investments and realization events; gain(loss) from deconsolidation of certain N-Star CDOs, if applicable, provision for loan losses, net; impairment on depreciable property; bad debt expense; deferred tax benefit (expense); acquisition gains or losses; distributions and adjustments related to joint venture partners; transaction costs; foreign currency gains (losses); impairment on goodwill and other intangible assets; gains (losses) on sales; and one-time events pursuant to changes in U.S. GAAP and certain other non-recurring items that meet the specified criteria identified in the rules and regulations of the SEC. These items, if applicable, include any adjustments for unconsolidated ventures.

 

CAD should not be considered as an alternative to net income (loss) attributable to common stockholders, determined in accordance with U.S. GAAP, as an indicator of operating performance.  In addition, our methodology for calculating CAD

 

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may differ from the methodologies used by other comparable companies, including other REITs, when calculating the same or similar supplemental financial measures and may not be comparable with these companies.

 

The following table presents a reconciliation of CAD to net income (loss) attributable to common stockholders for the three months ended December 31, 2015 (dollars in thousands):

 

Reconciliation of Cash Available for Distribution

(Amount in thousands except per share data)

 

 

 

Three Months Ended

 

 

 

December 31, 2015

 

 

 

 

 

Net income (loss) attributable to common stockholders

 

$

(72,282

)

Non-controlling interests income (loss)

 

(8,799

)

 

 

 

 

Adjustments:

 

 

 

Depreciation and amortization items (1)

 

145,950

 

N-Star CDO bond discounts (2)

 

4,483

 

Non-cash net interest income in consolidated N-Star CDOs

 

(10,196

)

Unrealized (gain) loss from fair value adjustments / Provision for loan losses, net

 

25,837

 

Realized (gain) loss on investments (3)

 

3,296

 

Distributions / adjustments to joint venture partners

 

(11,357

)

Transaction costs and other (4)

 

39,691

 

Adjustments related to discontinued operations (5)

 

1,364

 

 

 

 

 

CAD

 

$

117,987

 

 

 

 

 

CAD per share (6)

 

$

0.63

 

 


(1)         The three months ended December 31, 2015 includes depreciation and amortization of $117.6 million (including $0.2 million related to unconsolidated ventures and $0.7 million of cash flow related to community fees), straight-line rental income of $(7.0) million, amortization of above/below market leases of $2.9 million, amortization of deferred financing costs of $15.3 million, amortization of discount on financings and other of $14.0 million (primarily related to an early loan payoff and $1.2 million of net year end adjustments) and amortization of equity-based compensation of $3.0 million.

 

(2)         For CAD, realized discounts on CDO bonds are accreted on an effective yield basis based on expected maturity.  For CDOs that were deconsolidated, CDO bond accretion is included in net income attributable to common stockholders from the date of deconsolidation.

 

(3)         The three months ended December 31, 2015 excludes $(4.6) million related to securities in our consolidated CDOs, $0.1 million of foreign currency and $1.3 million of other real estate gains and includes $0.7 million related to the liquidation of CDO IV, $0.6 million related to losses in an unconsolidated venture and $0.3 million related to tax recovery.

 

(4)         The three months ended December 31, 2015 includes $5.6 million of transaction costs, $5.6 million of cash flow related to N-Star CDO equity interests, $(5.9) million of deferred taxes, $32.0 million of impairment losses (including $25.5 million of goodwill impairment) and $2.4 million of bad debt expense.

 

(5)         The three months ended December 31, 2015 includes one month of activity of NorthStar Europe prior to the NRE Spin-off with an adjustment of $1.4 million to discontinued operations.

 

(6)         CAD per share does not take into account any potential dilution from our outstanding exchangeable notes or restricted stock units subject to performance metrics not currently achieved.

 

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Net Operating Income (NOI)

 

We believe NOI is a useful metric of the operating performance of our real estate portfolio in the aggregate.  Portfolio results and performance metrics represent 100% for all consolidated investments and represent our ownership percentage for unconsolidated joint ventures.  Net operating income represents total property and related revenues, adjusted for: (i) amortization of above/below market rent; (ii) straight line rent; (iii) other items such as adjustments related to joint ventures, non-recurring bad debt expense, cash flows related to community fees; and (iv) less property operating expenses.  However, the usefulness of NOI is limited because it excludes general and administrative costs, interest expense, transaction costs, depreciation and amortization expense, realized gains (losses) from the sale of properties and other items under U.S. GAAP and capital expenditures and leasing costs necessary to maintain the operating performance of properties, all of which may be significant economic costs.  NOI may fail to capture significant trends in these components of U.S. GAAP net income (loss) which further limits its usefulness.

 

NOI should not be considered as an alternative to net income (loss), determined in accordance with U.S. GAAP, as an indicator of operating performance.  In addition, our methodology for calculating NOI may differ from the methodologies used by other comparable companies, including other REITs, when calculating the same or similar supplemental financial measures and may not be comparable with these companies.

 

The following table presents a reconciliation of NOI to property and other related revenues less property operating expenses for our property types in our real estate segment the three months ended December 31, 2015 (dollars in thousands):

 

 

 

Total (1)

 

Healthcare (6)

 

Hotel

 

Manufactured
Housing (6)

 

Net Lease

 

Multifamily (6)

 

Multi-tenant
Office

 

Property and Other Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental and escalation income

 

$

194,384

 

$

117,301

 

$

 

$

45,046

 

$

16,404

 

$

10,142

 

$

5,491

 

Hotel related income

 

189,912

 

 

189,912

 

 

 

 

 

Resident fee income

 

71,930

 

71,930

 

 

 

 

 

 

Other revenue (2)

 

4,864

 

917

 

 

2,683

 

516

 

590

 

158

 

Total property and other revenues

 

461,090

 

190,148

 

189,912

 

47,729

 

16,920

 

10,732

 

5,649

 

Real estate properties - operating expenses

 

241,369

 

85,003

 

128,884

 

18,081

 

2,037

 

4,910

 

2,454

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income (3)

 

2,816

 

1,262

 

 

1,554

 

 

 

 

Equity in earnings (4)

 

400

 

 

 

 

75

 

325

 

 

Amortization and other items (5)

 

(1,497

)

(1,384

)

(125

)

 

(83

)

451

 

(355

)

NOI

 

$

221,441

 

$

105,023

 

$

60,903

 

$

31,202

 

$

14,875

 

$

6,598

 

$

2,840

 

 


(1)         Amounts exclude NOI related to properties in NorthStar Europe which was spun-off on October 31, 2015.  NOI for the month prior to the NRE Spin-off was $12.8 million.

(2)         Certain other revenue earned is not included as part of NOI, including collateral management fees for administrative services in our N-Star CDOs, that are not part of our real estate segment.

(3)         Represents interest income earned from notes receivable on manufactured homes and loans in the Griffin-American Portfolio.

(4)         Includes an adjustment related to our interest in an unconsolidated joint venture in a net lease and multifamily property.

(5)         Primarily includes amortization of straight-line rental income, amortization of above/below market leases, non-recurring bad debt and cash flow related to community fees.

(6)         Subsequent to December 31, 2015, NorthStar Realty entered into agreements or committed to sell certain of our owned real estate portfolios, including a portfolio of 32 senior housing properties, up to 10 multifamily properties and retained an advisor to sell all or a portion of its manufactured housing portfolio.

 

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Safe Harbor Statement

 

This press release contains certain “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward looking statements are generally identifiable by use of forward looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “seek,” “anticipate,” “estimate,” “believe,” “could,” “project,” “predict,” “hypothetical,” “continue,” “future” or other similar words or expressions. Forward looking statements are not guarantees of performance and are based on certain assumptions, discuss future expectations, describe plans and strategies, contain projections of results of operations or of financial condition or state other forward looking information. Such statements include, but are not limited to, whether our monetization initiatives under contract or any additional monetization initiatives will be consummated, at attractive valuations or otherwise; whether our completed monetization initiatives will achieve the anticipated benefits, including additional liquidity, reduced leverage, including the repayment of all or a portion of our corporate recourse borrowing obligations, the active repurchase of our common stock, the ability to partner with high quality institutions with similar investment objectives, the reduction of risk in our business or the creation of substantial value for our stockholders; whether our stock is trading at a significant discount to underlying asset value; the durability and long-term growth prospects of our business; whether the exploration by the special committee of a potential recombination transaction with NorthStar Asset Management Group Inc. (NSAM)will result in such a transaction and, if so, whether we will achieve any anticipated benefits from it; whether our exploration of all opportunities, including other corporate strategic initiatives, will result in a transaction or otherwise create value for stockholders; whether we will continue our strategy of prudent balance sheet and liquidity management; the resulting effects of becoming an externally managed company, including the payment of substantial fees to our manager, an affiliate of NSAM, the allocation of investments by our manager among us and NSAM’s other managed companies, and various conflicts of interest in our relationship with NSAM; the performance of our real estate portfolio generally; our ability to maintain dividend payments, at current levels, or at all; the diversification of our portfolio; the amount and timing of stock repurchases pursuant to our stock repurchase program or an additional stock repurchase program, if any; volatility, disruption or uncertainty in the financial markets; our liquidity and financial flexibility, including the timing and amount of deployments of capital we retain from our dividend policy and net proceeds we receive from asset sales; the timing and amount of borrowings under our revolving credit facility and facility agreement; our ability to comply with the required affirmative and negative covenants, including the financial covenants; whether we will continue to diligently execute our business strategies in a disciplined manner; the impact of changes to our cost of capital, including on our ability to make accretive investments; NSAM’s ability to source and consummate attractive investment opportunities on our behalf, both domestically and internationally; whether we will realize any potential upside in our limited partnership interests in real estate private equity funds or any appreciation above our original cost basis of our real estate portfolio; the equity and debt mix of our real estate portfolio; our ability to accelerate repayments of loans originated by us; the NOI and overall performance of our investments relative to our expectations and the impact on our actual return on invested equity, as well as the cash generated from these investments and available for distribution; our ability to generate attractive risk-adjusted total returns; whether we will produce higher cash available for distribution (CAD) per share in the coming quarters, or ever; the impact of economic conditions on the borrowers of the commercial real estate debt we originate and acquire the commercial mortgage loans underlying the commercial mortgage backed securities in which we invest, as well as on the tenants/operators of our real property that we own; our ability to realize the value of the bonds we have purchased and retained in our CDO financing transactions and other securitized financing transactions and our ability to complete securitized financing transactions on terms that are acceptable to us, or at all; our ability to meet various coverage tests with respect to our CDOs; our dividend yield, including whether our dividend policy will result in significant value creation for stockholders; the size and timing of offerings or capital raises; the ability to opportunistically participate in commercial real estate refinancings; any failure in our due diligence to identify all relevant facts in our underwriting process or otherwise; seasonality in our portfolio; credit rating downgrades; tenant/operator or borrower defaults or bankruptcy; adverse economic conditions and the impact on the commercial real estate industry; our use of leverage; our ability to obtain mortgage financing on our real estate portfolio; the effect of economic conditions on the valuations of our investments; illiquidity of properties in our portfolio; our ability to manage our costs in line with our expectations and the impact on our CAD; environmental compliance costs and liabilities; effect of regulatory actions, litigation and contractual claims against us and our affiliates, including the potential settlement and litigation of such claims; competition for investment opportunities; our ability to comply with domestic and international laws or regulations governing various aspects of our business; regulatory requirements with respect to our business and the related cost of compliance; changes in laws or regulations governing various aspects of our business; changes in our board composition; competition for qualified personnel, including our ability to retain key personnel; the loss of our exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended; failure to maintain effective

 

11



 

internal controls; compliance with the rules governing real estate investment trusts; and the factors described in Item 1A. of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, under the heading “Risk Factors.”

 

The foregoing list of factors is not exhaustive. All forward looking statements included in this press release are based upon information available to us on the date hereof and we are under no duty to update any of the forward looking statements after the date of this report to conform these statements to actual results.

 

Factors that could have a material adverse effect on our operations and future prospects are set forth in “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. The factors set forth in the Risk Factors section and otherwise described in our filings with United States Securities and Exchange Commission could cause our actual results to differ significantly from those contained in any forward looking statement contained in this press release.

 

Contact:

 

Investor Relations

Joe Calabrese

(212) 827-3772

 

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