Attached files

file filename
8-K - 8-K - NORTHSTAR REALTY FINANCE CORP.a12-26017_18k.htm

Exhibit 99.1

 

 

NORTHSTAR REALTY FINANCE

ANNOUNCES THIRD QUARTER 2012 RESULTS

 

Third Quarter 2012 Highlights

 

·                  Increased third quarter 2012 cash dividend to $0.17 per common share, representing a 70% increase over the last five quarters.

 

·                  AFFO per diluted share of $0.28.

 

·                  $351 million CMBS transaction collateralized by CRE first mortgages originated by NorthStar and its sponsored non-traded CRE REIT priced in October 2012.

 

·                  Investments of $646 million in 2012, including $196 million since the end of the second quarter 2012.

 

·                  Total capital raised to date of $504 million for our sponsored non-traded CRE REIT, including $51 million raised in October 2012.

 

NEW YORK, NY, November 2, 2012 - NorthStar Realty Finance Corp. (NYSE: NRF) today announced its results for the quarter ended September 30, 2012.

 

Third Quarter 2012 Results

 

NorthStar reported adjusted funds from operations (“AFFO”) for the third quarter 2012 of $0.28 per diluted share compared with $0.29 per diluted share for the third quarter 2011.  AFFO for the third quarter 2012 was $39.5 million compared to $29.3 million for the third quarter 2011.  Net loss to common stockholders for the third quarter 2012 was $(149.6) million, or $(1.11) per diluted share, compared to a net loss of $(24.6) million, or $(0.26) per diluted share for the third quarter 2011.  Third quarter 2012 net loss includes $(183.5) million of non-cash fair value adjustments, which includes a $193.7 million increase in the value of our CDO bonds, compared to $(43.5) million of non-cash fair value adjustments for the third quarter 2011.  These non-cash fair value losses are excluded from AFFO.

 

David T. Hamamoto, chairman and chief executive officer, commented “We are extremely pleased with the execution of our recently announced CMBS transaction, which will provide us with attractively-priced, permanent financing on a non-recourse and non-mark-to-market basis, and demonstrates the strength and sophistication of our platform. The proceeds from this CMBS transaction will be used to retire borrowings on our credit facilities, which will provide us additional capacity to take advantage of our loan origination pipeline.”

 

Mr. Hamamoto continued, “We expect the strong demand for this type of transaction will allow us to further access the securitization market as it continues to expand and improve. This increased flexibility in funding sources for our originated loans, combined with the opportunistic investments we continue to see and the continued growth of our non-traded REIT platform, position us well to further execute on our business strategy and continue to generate strong cash flows to NorthStar.”

 

Investments

 

Since the second quarter 2012, NorthStar invested $29 million of equity in three commercial real estate loans with a $56 million aggregate principal balance.  During 2012, NorthStar invested $94 million of equity in 10 commercial real estate loans with a $227 million aggregate principal balance and expects a weighted average return on this invested equity of 18%, which reflects NorthStar’s recently priced CMBS transaction.

 

The principal proceeds NorthStar could receive from CDO bonds acquired since the second quarter 2012 is $78 million, which were purchased for $40 million. The principal proceeds NorthStar could receive from CDO bonds acquired during 2012 is $326 million, which were purchased for $159 million and have an expected yield-to-maturity of over 20%. The CDO bonds acquired during 2012 had a weighted average original credit rating of AA-/Aa3.  As of today, the principal proceeds NorthStar could receive from its owned CDO bonds is $805 million, of which $655 million was repurchased at an average price of 37% in the secondary market and has a weighted average original credit rating of A+/A1.  The discount to par of $416 million

 

1



 

represents potential imbedded cash flows that we may realize in future periods in addition to our capital invested in these bonds.

 

Since the end of the second quarter 2012, NorthStar invested $62 million of equity in other opportunistic CRE investments. During 2012, NorthStar has invested $89 million of equity in other opportunistic CRE investments expected to generate a weighted average return on equity in excess of 16%.

 

NorthStar had approximately $7.1 billion of assets under management at September 30, 2012.

 

For additional details regarding NorthStar’s investments, please refer to the tables on the following pages and to the corporate presentation which is posted on NorthStar’s website, www.nrfc.com.

 

Asset Management Business

 

During the third quarter 2012, NorthStar received management fees from its consolidated CDOs of $3.5 million, which are eliminated on NorthStar’s consolidated statement of operations.  In addition, during the third quarter 2012, NorthStar received $1.5 million of fees from our sponsored non-traded CRE REIT, NorthStar Real Estate Income Trust, Inc. (“NorthStar Income”).

 

NorthStar Income raised $127 million in the third quarter 2012 and $504 million since inception, including $51 million in October 2012, through NorthStar Realty Securities, LLC, NorthStar’s wholly-owned broker-dealer. NorthStar Realty Securities, LLC has total signed selling agreements with broker-dealers covering more than 61,000 registered representatives.  NorthStar expects to earn annual net fees approximately equal to three percentage points based on total capital raised for our sponsored non-traded REITs.

 

Since the second quarter 2012, NorthStar Income originated two loans with a $51 million aggregate principal balance. During 2012, NorthStar Income originated 11 loans with a $308 million aggregate principal balance.

 

Liquidity, Financing and Capital Markets Highlights

 

Unrestricted cash as of September 30, 2012 totaled approximately $252 million.

 

In July 2012, NorthStar sold 3.2 mllion shares of its existing 8.25% Series B Preferred Stock at a public offering price of $22.95, generating net proceeds excluding accrued dividends of $70 million.

 

During the third quarter 2012, NorthStar sold 1.5 million shares of its existing 8.75% Series A Preferred Stock and 8.25% Series B Preferred Stock through an “at-the-market” preferred stock offering program for net proceeds of $33 million.

 

In October 2012, NorthStar sold 5.0 million shares of its 8.875% Series C Preferred Stock at a par value of $25 per share, generating net proceeds of $121 million.

 

Currently, NorthStar’s only near-term unsecured corporate debt obligations relate to its exchangeable senior notes, of which $36 million principal amount of 11.5% notes are due in June 2013 and $13 million principal amount of 7.25% notes are payable in June 2014 at the holders’ option.

 

On October 26, 2012, NorthStar priced a $351 million CMBS transaction collateralized by CRE first mortgages originated by NorthStar and NorthStar Income.  A total of $228 million of investment grade bonds will be issued, representing an advance rate of approximately 65%, and the bonds will have a weighted average coupon of L+1.63%. NorthStar expects to generate a yield of approximately 20% on its invested equity in the CMBS transaction, inclusive of fees and estimated transaction expenses, assuming all of the underlying loans are repaid at their initial maturity.

 

Risk Management

 

At September 30, 2012, NorthStar had three loans on non-performing status (“NPL”), which had a $25 million aggregate principal amount and a $4 million carrying value.  This compares to two loans which had a $15 million aggregate principal

 

2



 

amount and a $4 million carrying value at June 30, 2012.  NorthStar categorizes a loan as non-performing if it is in maturity default and/or is past due 90 days on its contractual debt service payments.

 

During the third quarter 2012, NorthStar recorded $6.4 million of provision for loan losses relating to two loans, compared to $6.5 million of provision for loan losses related to two loans recorded during the second quarter 2012.  As of September 30, 2012, loan loss reserves totaled $169 million, or 7% of total loans, related to 15 loans with a carrying value of $231 million.

 

As of September 30, 2012, NorthStar’s core net lease portfolio was 96% leased with a 5.9 year weighted average remaining lease term.  As of September 30, 2012, 100% of NorthStar’s net lease healthcare portfolio was leased to third-party operators with weighted average lease coverage of 1.3x and a 7.2 year weighted average remaining lease term.

 

Stockholders’ Equity

 

At September 30, 2012, NorthStar had 141,076,880 total common shares and operating partnership units outstanding and $20 million of non-controlling interests relating to its operating partnership.  GAAP book value per share was $4.88 at September 30, 2012, which includes negative GAAP equity in certain of our non-recourse CDO financings due to non-cash fair value adjustments.  Adjusted book value at September 30, 2012 would be $7.10 per share, exclusive of certain unrealized and other adjustments, loan loss reserves and accumulated depreciation and amortization.  The adjusted book value does not take into consideration any value related to the in-place and anticipated advisory fee income streams generated by NorthStar’s sponsored, non-traded REIT vehicles and NorthStar’s CDO management fees.  For a reconciliation of adjusted book value per share to GAAP book value per share, please refer to the tables on the following pages.

 

Common Dividend Announcement

 

On November 1, 2012, NorthStar announced that its Board of Directors declared a cash dividend of $0.17 per share of common stock, payable with respect to the quarter ended September 30, 2012.  The dividend is expected to be paid on November 16, 2012 to shareholders of record as of the close of business on November 12, 2012. The Company’s common shares will begin trading ex-dividend on November 7, 2012.

 

Earnings Conference Call

 

NorthStar will hold a conference call to discuss third quarter 2012 financial results on November 2, 2012, at 2:00 p.m. Eastern time.  Hosting the call will be David Hamamoto, chairman and chief executive officer; Albert Tylis, co-president and chief operating officer; Daniel Gilbert, co-president and chief investment officer; and Debra Hess, chief financial officer.

 

The call will be webcast live over the Internet from NorthStar’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 800-762-8779, or for international callers, by dialing 480-629-9771.

 

A replay of the call will be available one hour after the call through Friday, November 9, 2012 by dialing 800-406-7325 or, for international callers, 303-590-3030, using pass code 4570570.

 

About NorthStar Realty Finance Corp.

 

NorthStar Realty Finance Corp. is a diversified commercial real estate investment and asset management company that is organized as a REIT.  For more information about NorthStar Realty Finance Corp., please visit www.nrfc.com.

 

3



 

NorthStar Realty Finance Corp.

Consolidated Statements of Operations

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

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

 

 

 

 

 

 

 

Interest income

 

$

82,558

 

$

100,682

 

$

243,367

 

$

310,484

 

Interest expense on debt and securities

 

12,304

 

10,715

 

38,569

 

32,244

 

Net interest income on debt and securities

 

70,254

 

89,967

 

204,798

 

278,240

 

 

 

 

 

 

 

 

 

 

 

Other revenues

 

 

 

 

 

 

 

 

 

Rental and escalation income

 

29,960

 

26,996

 

87,619

 

85,879

 

Commission income

 

12,213

 

3,131

 

28,291

 

5,775

 

Advisory and other fees

 

1,507

 

130

 

4,766

 

425

 

Other revenue

 

366

 

86

 

1,996

 

329

 

Total other revenues

 

44,046

 

30,343

 

122,672

 

92,408

 

Expenses

 

 

 

 

 

 

 

 

 

Other interest expense

 

23,618

 

29,160

 

67,316

 

75,257

 

Real estate properties — operating expenses

 

5,145

 

3,539

 

14,834

 

18,649

 

Asset management expenses

 

751

 

1,302

 

2,552

 

4,531

 

Commission expense

 

11,070

 

2,698

 

25,538

 

5,117

 

Other costs, net

 

 

 

392

 

 

Provision for loan losses

 

6,360

 

9,340

 

19,737

 

48,040

 

Provision for loss on equity investment

 

 

 

 

4,482

 

General and administrative

 

 

 

 

 

 

 

 

 

Salaries and equity-based compensation (1)

 

13,691

 

11,386

 

41,764

 

43,252

 

Other general and administrative

 

6,170

 

7,426

 

18,671

 

21,148

 

Total general and administrative

 

19,861

 

18,812

 

60,435

 

64,400

 

Depreciation and amortization

 

11,735

 

12,762

 

36,718

 

32,370

 

Total expenses

 

78,540

 

77,613

 

227,522

 

252,846

 

Income (loss) from operations

 

35,760

 

42,697

 

99,948

 

117,802

 

Equity in earnings (losses) of unconsolidated ventures

 

421

 

(604

)

(416

)

(4,387

)

Other income (loss)

 

 

(11,826

)

20,258

 

(1,688

)

Unrealized gain (loss) on investments and other

 

(202,019

)

(68,446

)

(413,073

)

(351,271

)

Realized gain (loss) on investments and other

 

15,221

 

14,364

 

35,768

 

61,937

 

Gain from acquisitions

 

 

81

 

 

81

 

Income (loss) from continuing operations

 

(150,617

)

(23,734

)

(257,515

)

(177,526

)

Income (loss) from discontinued operations

 

(23

)

(16

)

(88

)

(654

)

Gain (loss) on sale from discontinued operations

 

29

 

2,881

 

314

 

17,328

 

Net income (loss)

 

(150,611

)

(20,869

)

(257,289

)

(160,852

)

Less: net (income) loss allocated to non-controlling interests

 

7,704

 

1,743

 

13,911

 

1,393

 

Preferred stock dividends

 

(6,671

)

(5,231

)

(17,629

)

(15,694

)

Contingently redeemable non-controlling interest accretion

 

 

(196

)

 

(5,178

)

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

 

$

(149,578

)

$

(24,553

)

$

(261,007

)

$

(180,331

)

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share from continuing operations (basic/diluted)

 

$

(1.11

)

$

(0.29

)

$

(2.17

)

$

(2.26

)

Income (loss) per share from discontinued operations (basic/diluted)

 

 

(0.01

)

 

(0.01

)

Gain per share on sale of discontinued operations (basic/diluted)

 

 

0.04

 

 

0.21

 

Net income (loss) per common share attributable to NorthStar Realty Finance Corp. common stockholders (basic/diluted)

 

$

(1.11

)

$

(0.26

)

$

(2.17

)

$

(2.06

)

Weighted average number of shares of common stock:

 

 

 

 

 

 

 

 

 

Basic

 

134,272,289

 

95,957,333

 

120,491,186

 

87,105,058

 

Diluted

 

140,609,372

 

100,229,735

 

126,445,659

 

91,397,552

 

Dividends declared per share of common stock

 

$

0.17

 

$

0.125

 

$

0.48

 

$

0.325

 

 


(1)

The three months ended September 30, 2012 and 2011 include $2.9 million and $2.2 million, respectively, of equity-based compensation expense.  The nine months ended September 30, 2012 and 2011 include $10.0 million and $6.9 million, respectively, of equity-based compensation expense.

 

4



 

NorthStar Realty Finance Corp.

Consolidated Balance Sheets

($ in thousands, except share data)

 

 

 

September 30, 2012

 

December 31,

 

 

 

(Unaudited)

 

2011

 

 

 

 

 

 

 

Assets

 

 

 

 

 

VIE Financing Structures

 

 

 

 

 

Restricted cash

 

$

243,731

 

$

261,295

 

Operating real estate, net

 

340,164

 

313,227

 

Real estate securities, available for sale

 

1,125,875

 

1,358,282

 

Real estate debt investments, net

 

1,513,131

 

1,631,856

 

Investments in and advances to unconsolidated ventures

 

62,831

 

62,938

 

Receivables, net of allowance of $1,158 in 2012 and $1,179 in 2011

 

18,575

 

22,530

 

Derivative assets, at fair value

 

 

61

 

Deferred costs and intangible assets, net

 

40,120

 

47,499

 

Assets of properties held for sale

 

1,595

 

3,198

 

Other assets

 

14,063

 

20,549

 

 

 

3,360,085

 

3,721,435

 

 

 

 

 

 

 

Non-VIE Financing Structures

 

 

 

 

 

Cash and cash equivalents

 

252,427

 

144,508

 

Restricted cash

 

24,996

 

37,069

 

Operating real estate, net

 

768,129

 

776,222

 

Real estate securities, available for sale

 

128,065

 

115,023

 

Real estate debt investments, net

 

316,917

 

78,726

 

Investments in and advances to unconsolidated ventures

 

51,239

 

33,205

 

Receivables

 

15,808

 

8,958

 

Receivables, related parties

 

8,561

 

5,979

 

Unbilled rent receivable

 

13,459

 

11,891

 

Derivative assets, at fair value

 

9,425

 

5,674

 

Deferred costs and intangible assets, net

 

48,095

 

50,885

 

Other assets

 

14,554

 

16,862

 

 

 

1,651,675

 

1,285,002

 

Total assets

 

$

5,011,760

 

$

5,006,437

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

VIE Financing Structures

 

 

 

 

 

CDO bonds payable

 

$

2,104,782

 

$

2,273,907

 

Mortgage notes payable

 

228,446

 

228,525

 

Secured term loan

 

14,682

 

14,682

 

Accounts payable and accrued expenses

 

15,123

 

15,754

 

Escrow deposits payable

 

75,917

 

52,660

 

Derivative liabilities, at fair value

 

188,412

 

226,481

 

Other liabilities

 

25,540

 

55,007

 

 

 

2,652,902

 

2,867,016

 

 

 

 

 

 

 

Non-VIE Financing Structures

 

 

 

 

 

Mortgage notes payable

 

552,661

 

554,732

 

Credit facilities

 

150,146

 

64,259

 

Exchangeable senior notes

 

290,256

 

215,853

 

Junior subordinated notes, at fair value

 

182,100

 

157,168

 

Accounts payable and accrued expenses

 

46,375

 

50,868

 

Escrow deposits payable

 

14,973

 

196

 

Derivative liabilities, at fair value

 

 

8,193

 

Other liabilities

 

53,693

 

48,538

 

 

 

1,290,204

 

1,099,807

 

Total liabilities

 

3,943,106

 

3,966,823

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

Equity

 

 

 

 

 

NorthStar Realty Finance Corp. Stockholders’ Equity

 

 

 

 

 

Preferred stock, 8.75% Series A, $0.01 par value, $61,675 and $60,000 liquidation preference as of September 30, 2012 and December 31, 2011, respectively

 

59,453

 

57,867

 

Preferred stock, 8.25% Series B, $0.01 par value, $349,975 and $190,000 liquidation preference as of September 30, 2012 and December 31, 2011, respectively

 

323,769

 

183,505

 

Common stock, $0.01 par value, 500,000,000 shares authorized, 134,837,497 and 96,044,383 shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively

 

1,348

 

960

 

Additional paid-in capital

 

1,018,610

 

809,826

 

Retained earnings (accumulated deficit)

 

(326,183

)

(8,626

)

Accumulated other comprehensive income (loss)

 

(24,563

)

(36,160

)

Total NorthStar Realty Finance Corp. stockholders’ equity

 

1,052,434

 

1,007,372

 

Non-controlling interests

 

16,220

 

32,242

 

Total equity

 

1,068,654

 

1,039,614

 

Total liabilities and equity

 

$

5,011,760

 

$

5,006,437

 

 

5



 

Non-GAAP Financial Measures

 

Included in this press release are certain “non-GAAP financial measures,” which are measures of NorthStar’s historical or future financial performance that are 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.  These include: Funds From Operations and Adjusted Funds From Operations.   NorthStar believes these terms can be useful measures of its performance, which are further defined following the table below.

 

Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO) ($ in thousands, except share and per share data)

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Funds from operations:

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

(150,617

)

$

(23,734

)

$

(257,515

)

$

(177,526

)

Non-controlling interests(1)

 

645

 

658

 

1,185

 

(7,737

)

Net income (loss) before non-controlling interest in Operating Partnership

 

(149,972

)

(23,076

)

(256,330

)

(185,263

)

 

 

 

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

Preferred stock dividends

 

(6,671

)

(5,231

)

(17,629

)

(15,694

)

Depreciation and amortization

 

10,423

 

12,762

 

32,581

 

32,370

 

Funds from discontinued operations

 

(23

)

(16

)

(82

)

138

 

Real estate depreciation and amortization, unconsolidated ventures

 

207

 

207

 

621

 

646

 

Funds from operations

 

(146,036

)

(15,354

)

(240,839

)

(167,803

)

 

 

 

 

 

 

 

 

 

 

Adjusted funds from operations:

 

 

 

 

 

 

 

 

 

Funds from operations

 

(146,036

)

(15,354

)

(240,839

)

(167,803

)

Straight-line rental income, net

 

(749

)

(678

)

(2,106

)

(1,910

)

Straight-line rental income/expense and fair value lease revenue, unconsolidated ventures

 

237

 

(32

)

702

 

(84

)

Amortization of above/below market leases

 

(347

)

(272

)

(865

)

(656

)

Amortization of equity-based compensation

 

2,891

 

2,204

 

10,049

 

6,851

 

Unrealized (gain) loss from fair value adjustments

 

183,467

 

43,537

 

351,812

 

270,001

 

Gain from acquisitions

 

 

(81

)

 

(81

)

Adjusted funds from operations

 

$

39,463

 

$

29,324

 

$

118,753

 

$

106,318

 

 

 

 

 

 

 

 

 

 

 

FFO per share of common stock

 

$

(1.04

)

$

(0.15

)

$

(1.90

)

$

(1.84

)

AFFO per share of common stock

 

$

0.28

 

$

0.29

 

$

0.94

 

$

1.16

 

 


(1)          Amount excludes non-controlling limited partner interests in NorthStar’s operating partnership.

 

Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO)

 

Management believes that funds from operations, or FFO, and adjusted funds from operations, or AFFO, each of which are non-GAAP measures, are additional appropriate measures of the operating performance of a REIT and NorthStar in particular. We compute FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts (NAREIT), as net income (loss) (computed in accordance with U.S. GAAP), excluding gains (losses) from sales of depreciable properties, the cumulative effect of changes in accounting principles, real estate-related depreciation and amortization, impairment charges on depreciable property owned directly or indirectly and after adjustments for unconsolidated ventures.    FFO, as defined by NAREIT, is a computation made by analysts and investors to measure a real estate company’s cash flow generated by operations.

 

NorthStar calculates AFFO by subtracting from or adding to FFO:

 

·                  normalized recurring expenditures that are capitalized by NorthStar and then amortized, but which are necessary to maintain NorthStar’s properties and revenue stream, e.g., leasing commissions and tenant improvement allowances;

 

·                  an adjustment to reverse the effects of the straight-lining of rental income or expense and fair value lease revenue;

 

·                  the amortization or accrual of various deferred costs including intangible assets and equity-based compensation;

 

6



 

·                  an adjustment to reverse the effects of acquisition gains or losses; and

 

·                  an adjustment to reverse the effects of non-cash unrealized gains (losses).

 

NorthStar’s calculation of AFFO differs from the methodology used for calculating AFFO by certain other REITs and, accordingly, our AFFO may not be comparable to AFFO reported by other REITs.

 

Neither FFO nor AFFO is equivalent to net income or cash generated from operating activities determined in accordance with U.S. GAAP.  Furthermore, FFO and AFFO do not represent amounts available for management’s discretionary use because of needed capital replacement or expansion, debt service obligations or other commitments or uncertainties.  Neither FFO nor AFFO should be considered as an alternative to net income as an indicator of NorthStar’s operating performance or as an alternative to cash flow from operating activities as a measure of NorthStar’s liquidity.

 

NorthStar urges investors to carefully review the U.S. GAAP financial information included as part of the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and quarterly earnings releases.

 

7



 

Assets Under Management at September 30, 2012 (1)

($ in thousands)

 

 

 

Amount

 

%

 

 

 

 

 

 

 

CRE Debt

 

 

 

 

 

First mortgage loans

 

$

1,644,207

 

23.2

%

Mezzanine loans

 

442,850

 

6.2

%

Credit tenant and term loans

 

232,491

 

3.3

%

Subordinate mortgage interests

 

131,062

 

1.8

%

Other (2)

 

324,012

 

4.6

%

Total CRE debt

 

2,774,622

 

39.1

%

 

 

 

 

 

 

CRE Securities

 

 

 

 

 

CMBS

 

2,373,496

 

33.4

%

Third-party CDO notes

 

225,959

 

3.2

%

Other securities

 

148,905

 

2.1

%

Total CRE securities

 

2,748,360

 

38.7

%

 

 

 

 

 

 

Net Lease

 

 

 

 

 

Core net lease

 

404,532

 

5.7

%

Healthcare net lease

 

562,476

 

7.9

%

Total net lease

 

967,008

 

13.6

%

 

 

 

 

 

 

Subtotal NorthStar

 

6,489,990

 

91.4

%

 

 

 

 

 

 

Sponsored REIT

 

 

 

 

 

NorthStar Income (3)

 

607,971

 

8.6

%

Grand total

 

$

7,097,961

 

100.0

%

 


(1)  Based on principal amount of CRE debt and security investments and the cost basis of net lease properties. Any real estate owned (either directly or through a joint venture) as a result of taking title to a property through foreclosure, deed in lieu or otherwise (“taking title to a property”) reflects the principal amount of the loan at time of foreclosure.

(2)  Primarily related to real estate owned (either directly or through a joint venture) as a result of taking title to a property.

(3)  Based on consolidated total assets.

 

8



 

Investments

2012 Year-to-Date through November 2, 2012

($ in millions)

 

NorthStar Balance Sheet Investments

 

Assets

 

Invested
Equity

 

Expected
ROE (1)

 

 

 

 

 

 

 

 

 

Repurchases of NorthStar CDO bonds

 

$

326

 

$

159

 

20

%+

CRE Loans

 

227

 

94

 

18

%(2)

Opportunistic CRE investments

 

93

 

89

 

16

%+

 

 

 

 

 

 

 

 

Total / weighted average

 

$

646

 

$

342

 

18

%+

 

 

 

 

 

 

 

 

Originated loans in 2012 - NorthStar non-traded REIT

 

$

308

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Loans

 

$

535

 

 

 

 

 

 


(1) Management provides no assurances that the weighted average life or cash flows of investments will be consistent with management’s expectations or that the CDO bonds, originated loans or other investments, will payoff at par, if at all. Actual results could differ materially from those presented.

 

(2) Reflects NorthStar’s recently priced CMBS transaction.

 

Balance Sheet Holdings of NorthStar CDO Bonds (1)

At November 2, 2012

($ in thousands)

 

 

 

Principal

 

Based on original credit rating:

 

Amount (2)

 

 

 

 

 

AAA

 

$

178,279

 

AA through BBB

 

434,792

 

Below investment grade

 

191,790

 

Total

 

$

804,861

 

 

 

 

 

Weighted average original credit rating of repurchased CDO bonds

 

A+ / A1

 

 

 

 

 

Weighted average purchase price of repurchased CDO bonds

 

37

%

 


(1)  Unencumbered CDO bonds are owned by NorthStar. The majority of CDO bonds are eliminated with the corresponding liability of the respective CDO on NorthStar’s consolidated financial statements.

 

(2)  Represents the maximum amount of principal proceeds that could be received.

 

9



 

CDOs primarily backed by CRE Debt

($ in thousands)

 

 

 

N-Star IV

 

N-Star VI

 

N-Star VIII

 

CSE

 

CapLease

 

 

 

Issue/Acquisition Date

 

Jun-05

 

Mar-06

 

Dec-06

 

Jul-10

 

Aug-11

 

Total

 

Balance sheet as of September 30, 2012 (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets, principal amount

 

$

381,411

 

$

469,276

 

$

965,278

 

$

1,021,838

 

$

167,893

 

$

3,005,696

 

CDO bonds, principal amount (2)

 

260,893

 

361,354

 

727,063

 

949,218

 

148,476

 

2,447,004

 

Net assets

 

$

120,518

 

$

107,922

 

$

238,215

 

$

72,620

 

$

19,417

 

$

558,692

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CDO quarterly cash distributions and coverage tests (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity notes and retained original below investment grade bonds

 

$

1,671

 

$

989

 

$

6,009

 

$

6,629

 

$

654

 

$

15,952

 

Collateral management fees

 

287

 

471

 

1,019

 

523

 

86

 

2,386

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest coverage cushion (1)

 

1,710

 

1,030

 

4,872

 

9,952

 

412

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Overcollateralization cushion (shortfall) (1)

 

47,917

 

57,003

 

140,236

 

72,782

 

8,938

 

 

 

At offering

 

19,808

 

17,412

 

42,193

 

(151,595

)(4)

5,987

(5)

 

 

 


(1)                    Based on remittance report issued on date nearest to September 30, 2012.

(2)                    Includes all outstanding CDO bonds payable to third parties and all CDO bonds owned by NorthStar.

(3)                    Interest coverage and overcollateralization coverage to the most constrained class.

(4)                    Based on trustee report as of June 24, 2010, closest to the date of acquisition.

(5)                    Based on trustee report as of August 31, 2011, closest to the date of acquisition.

 

CDOs primarily backed by CRE Securities

($ in thousands)

 

 

 

N-Star I

 

N-Star II

 

N-Star III

 

N-Star V

 

N-Star VII

 

N-Star IX

 

 

 

Issue/Acquisition Date

 

Aug-03

 

Jul-04

 

Mar-05

 

Sep-05

 

Jun-06

 

Feb-07

 

Total

 

Balance sheet as of September 30, 2012 (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets, principal amount

 

$

159,943

 

$

177,990

 

$

264,997

 

$

409,249

 

$

400,316

 

$

1,040,151

 

$

2,452,646

 

CDO bonds, principal amount (2)

 

152,838

 

167,700

 

179,940

 

312,577

 

306,751

 

742,980

 

1,862,786

 

Net assets

 

$

7,105

 

$

10,290

 

$

85,057

 

$

96,672

 

$

93,565

 

$

297,171

 

$

589,860

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CDO quarterly cash distributions and coverage tests (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity notes and retained original below investment grade bonds

 

$

 

$

 

$

 

$

 

$

 

$

2,568

 

$

2,568

 

Collateral management fees

 

60

 

62

 

88

 

91

 

82

 

776

 

1,159

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest coverage cushion (shortfall) (1)

 

NEG

 

1,043

 

429

 

NEG

 

NEG

 

2,972

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Overcollateralization cushion (shortfall) (1)

 

NEG

 

NEG

 

NEG

 

NEG

 

NEG

 

43,500

 

 

 

At offering

 

8,687

 

10,944

 

13,610

 

12,940

 

13,966

 

24,516

 

 

 

 


(1)                    Based on remittance report issued on date nearest to September 30, 2012.

(2)                    Includes all outstanding CDO bonds payable to third parties and all CDO bonds owned by NorthStar.

(3)                    Interest coverage and overcollateralization coverage to the most constrained class.

 

10



 

GAAP Book Value Rollforward

($ in thousands, except per share data)

 

 

 

Amount

 

Per Share

 

Common book value at June 30, 2012, per share

 

$

856,672

 

$

6.13

 

 

 

 

 

 

 

Net income to common shareholders and non-controlling interest, excluding non-cash fair value adjustments included in net income (loss)

 

26,987

 

0.19

 

 

 

 

 

 

 

Fair value adjustments included in net income (loss):

 

 

 

 

 

CDO bonds payable

 

(193,721

)

(1.39

)

Trust preferred debt

 

(20,726

)

(0.15

)

Securities

 

24,109

 

0.17

 

Derivatives

 

6,871

 

0.05

 

 

 

 

 

 

 

Equity component of exchangeable senior notes issued

 

193

 

0.00

 

 

 

 

 

 

 

Change in other comprehensive income

 

1,743

 

0.01

 

 

 

 

 

 

 

Common dividends

 

(22,572

)

(0.16

)

 

 

 

 

 

 

Accretion (dilution) from additional shares issued during quarter (1)

 

9,379

 

0.03

 

Total net increases/(decreases)

 

(167,737

)

(1.25

)

 

 

 

 

 

 

Common book value at September 30, 2012, per share (2)(3)

 

$

688,935

 

$

4.88

 

 

 

 

 

 

 

Adjusted common book value at September 30, 2012, per share (3)(4)

 

$

1,002,104

 

$

7.10

 

 


(1)                    Includes amortization of LTIPs, issuance of common shares from Dividend Reinvestment Plan and 1.25 million shares issued during the quarter in a private offering.

 

(2)                    Common book value is calculated as total stockholder’s equity of $1.1 billion and non-controlling interest in the operating partnership of $20 million less preferred stock of $383 million.

 

(3)                    U.S. GAAP book value per share and adjusted book value per share calculations do not take into consideration any value related to the in-place and anticipated advisory fee income streams generated by NorthStar’s sponsored, non-traded REIT vehicles and NorthStar’s CDO management fees and do not take into account any potential dilution from certain restricted stock units, exchangeable notes or warrants.

 

(4)                    Cumulative net unrealized and other adjustments total a positive $52 million ($0.37 per share), loan loss reserves total a negative $169 million ($1.20 per share) and accumulated depreciation and amortization total a negative $196 million ($1.39 per share) as of September 30, 2012.  Excluding from GAAP book value these unrealized and other adjustments, loan loss reserves and accumulated depreciation and amortization would result in a $7.10 adjusted book value per share at September 30, 2012.

 

11



 

NRFC NNN Holdings, LLC Portfolio Summary

 

($ in thousands)

 

 

 

 

 

 

 

 

 

Remaining

 

 

 

 

 

Cost basis

 

Date

 

 

 

 

 

Square

 

Lease

 

Cost

 

Existing

 

less

 

Acquired

 

Tenant or Guarantor of Tenant

 

Location/MSA

 

Feet

 

Term (1)

 

Basis (2)

 

Debt

 

Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oct-2004

 

ALGM Portfolio - Sbarro, Inc. (3)

 

One property in New York, NY

 

7,500

 

0.3

 

$

3,246

 

$

 

$

3,246

 

Nov-2007

 

Alliance Data Systems Corp.

 

Columbus, OH

 

199,112

 

5.2

 

33,829

 

22,726

 

11,103

 

Mar-2007

 

Citigroup, Inc.

 

Fort Mill, SC/Charlotte

 

165,000

 

8.1

 

34,303

 

29,614

 

4,689

 

Jun-2006

 

Covance, Inc.

 

Indianapolis, IN

 

333,600

 

13.3

 

34,519

 

27,126

 

7,393

 

Feb-2007

 

Credence Systems Corp.

 

Milpitas, CA/San Jose

 

178,213

 

4.4

 

30,144

 

20,752

 

9,392

 

Sep-2006

 

Dick’s Sporting Goods, Inc. / PetSmart, Inc. (3)

 

9 properties

 

467,971

 

3.3 - 11.9

 

64,503

 

46,081

 

18,422

 

Sep-2005

 

Electronic Data Systems Corp.

 

2 in MI / 1 in CA / 1 in PA

 

387,842

 

3.0

 

62,718

 

44,793

 

17,925

 

Aug-2005

 

GSA - U.S. Department of Agriculture

 

Salt Lake City, UT

 

117,553

 

4.6

 

23,211

 

14,287

 

8,924

 

Jun-2007

 

Landis Logistics / East Penn

 

Reading, PA

 

609,000

 

3.6 - 5.3

 

26,223

 

18,148

 

8,075

 

Jul-2006

 

Northrop Grumman Space & Mission Systems Corp.

 

Aurora, CO/Denver

 

183,529

 

2.7

 

42,400

 

31,830

 

10,570

 

Mar-2006

 

Party City Corp. (Amscan) / Lerner Enterprises, Inc.

 

Rockaway, NJ/ Northern NJ

 

121,038

 

2.7 - 4.8

 

22,221

 

16,442

 

5,779

 

Feb-2006

 

Quantum Corporation (4)

 

Colorado Springs, CO

 

406,207

 

0.2 - 8.4

 

27,215

 

17,356

 

9,859

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total NRFC NNN Holdings, LLC Portfolio

 

 

 

3,176,565

 

5.9

 

$

404,532

 

$

289,155

 

$

115,377

 

 


(1) Remaining lease term as of September 30, 2012.  Total represents weighted average based on cost basis.

(2) Cost basis includes capitalized expenditures since acquisition.

(3) One ALGM property and six of ten Dick’s Sporting Goods, Inc. / PetSmart, Inc. properties are ground lease interests.

(4) Dollar amounts shown are 50% of total relating to NRFC NNN Holding’s, LLC subsidiary’s 50% interest in a joint venture with an institutional investor.

 

12



 

Portfolio Cash Flow and Tenant Credit Profile

 

($ in thousands)

 

 

 

Three Months Ended September 30, 2012

 

Primary Tenant

 

Tenant or Guarantor of Tenant

 

Base Rent

 

NOI

 

Debt Service

 

NOI Less
Debt Service

 

Market Cap (1)

 

Actual Credit
Rating

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALGM Portfolio - Sbarro, Inc.

 

$

254

 

$

254

 

$

 

$

254

 

N/A

 

not rated

 

Alliance Data Systems Corp.

 

582

 

576

 

(426

)

150

 

7,465

 

not rated

 

Citigroup, Inc.

 

538

 

532

 

(512

)

20

 

101,845

 

A- / A

 

Covance, Inc.

 

638

 

632

 

(517

)

115

 

2,702

 

not rated

 

Credence Systems Corp.

 

701

 

695

 

(447

)

248

 

312

 

not rated

 

Dick’s Sporting Goods, Inc. / PetSmart, Inc.

 

1,321

 

1,301

 

(972

)

329

 

6,204

 

not rated (2)

 

Electronic Data Systems Corp.

 

1,508

 

1,495

 

(824

)

671

 

13,900

 

not rated

 

GSA - U.S. Department of Agriculture

 

648

 

429

 

(302

)

127

 

N/A

 

implied AAA

 

Landis Logistics / East Penn

 

406

 

396

 

(332

)(3)

64

 

N/A

 

not rated

 

Northrop Grumman Space & Mission Systems Corp.

 

846

 

846

 

(617

)

229

 

17,038

 

BBB+/Baa1

 

Party City Corp. (Amscan) / Lerner Enterprises, Inc.

 

468

 

468

 

(303

)

165

 

362

 

B/B2 (4)

 

Quantum Corporation (50%)

 

626

 

621

 

(326

)

295

 

397

 

not rated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

8,536

 

$

8,245

 

$

(5,578

)

$

2,667

 

 

 

 

 

 


(1) Based on information from Bloomberg at close of market on September 30, 2012 and presented in millions.

(2) Dick’s Sporting Goods, Inc. is not rated by the major credit rating agencies.  PetSmart, Inc. is rated BB+ by S&P.

(3) A portion of debt service is currently funded from a reserve account made up of an early lease termination fee received from prior tenant, not reflected in this schedule.

(4) The Party City Corp. lease is guaranteed by Amscan Holdings, Inc. which has a B/B2 credit rating by S&P and Moody’s, respectively.

 

13



 

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, or Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or Exchange Act. 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,” “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, those relating to the operating performance of our investments, our financing needs, the effects of our current strategies, loan and securities activities, our ability to manage our collateralized debt obligations, or CDOs, and our ability to raise capital. Our ability to predict results or the actual effect of plans or strategies is inherently uncertain, particularly given the economic environment. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements and you should not unduly rely on these statements. These forward-looking statements involve risks, uncertainties and other factors that may cause our actual results in future periods to differ materially from those forward looking statements. These factors include, but are not limited to: adverse economic conditions and the impact on the commercial real estate finance industry; access to debt and equity capital and our liquidity; our use of leverage; our ability to meet various coverage tests with respect to our CDOs; our ability to obtain mortgage financing on our net lease properties; the affect of economic conditions on the valuations of our investments; performance of our investments relating to our expectations and the impact on our actual return on equity; ability to source and close on attractive investment opportunities; the impact of economic conditions on the borrowers of the commercial real estate debt we originate and the commercial mortgage loans underlying the commercial mortgage backed securities in which we invest; our ability to realize the value of the bonds we have purchased and retained in our CDOs and other securitization vehicles; our ability to access the securitization market; any failure in our due diligence to identify all relevant facts in our underwriting process or otherwise; credit rating downgrades; tenant or borrower defaults or bankruptcy; illiquidity of properties in our portfolio; 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; regulatory requirements with respect to our business and the related cost of compliance; the impact of any conflicts arising from our asset management business; the ability to raise capital for the non-traded real estate investment trusts, or REITs, we sponsor; changes in laws or regulations governing various aspects of our business; the loss of our exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended; competition for qualified personnel and our ability to retain key personnel; the effectiveness of our risk management systems; failure to maintain effective internal controls; compliance with the rules governing REITs; performance of our own investments relative to our expectations and the impact on our actual return on equity; whether NorthStar’s recently priced CMBS transaction closes on the terms anticipated, if at all, and the timing of any such closing as well as whether the underlying loans are repaid at their initial maturity; and the factors described in Item 1A. of our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 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, 2011 beginning on page 18. The factors set forth in the Risk Factors section 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

 

14