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8-K - 8-K - NORTHSTAR REALTY FINANCE CORP.a13-5208_18k.htm

Exhibit 99.1

 

 

NORTHSTAR REALTY FINANCE

ANNOUNCES FOURTH QUARTER AND FULL YEAR 2012 RESULTS

 

Fourth Quarter 2012 Highlights

 

·                  Increased fourth quarter 2012 cash dividend to $0.18 per common share, representing an 80% increase over the last six quarters.

 

·                  AFFO per share of $0.73.

 

·                  Announced $390 million investment in real estate private equity fund interests, including $115 million from our non-traded REIT.

 

·                  Acquired $326 million manufactured housing portfolio.

 

·                  Total capital raised of $146 million in the fourth quarter for our non-traded REIT.

 

Full Year 2012 Highlights

 

·                  AFFO per share of $1.71.

 

·                  Committed to $1.3 billion of investments, including $691 million in the fourth quarter.

 

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

 

·                  Raised $443 million of capital in our non-traded REIT, bringing total capital raised to $600 million at December 31, 2012.

 

NEW YORK, NY, February 14, 2013 - NorthStar Realty Finance Corp. (NYSE: NRF) today announced its results for the fourth quarter and full year ended December 31, 2012.

 

Fourth Quarter 2012 Results

 

NorthStar reported adjusted funds from operations (“AFFO”) for the fourth quarter 2012 of $0.73 per share compared with $0.44 per share for the fourth quarter 2011.  AFFO for the fourth quarter 2012 was $105.5 million compared to $43.6 million for the fourth quarter 2011.  Net loss to common stockholders for the fourth quarter 2012 was $(27.6) million, or $(0.20) per diluted share, compared to a net loss of $(82.7) million, or $(0.85) per diluted share for the fourth quarter 2011.  Fourth quarter 2012 net loss includes $(117.5) million of non-cash fair value adjustments, including a $106.9 million increase in the value of our CDO bonds, compared to $(115.5) million of non-cash fair value adjustments for the fourth quarter 2011.  These non-cash fair value adjustments are excluded from AFFO.

 

Full Year 2012 Results

 

NorthStar reported AFFO for the full year 2012 of $1.71 per share compared with $1.60 per share for the full year 2011. AFFO for the full year 2012 was $224.2 million compared to $149.4 million for the full year 2011.  Net loss to common stockholders for the full year 2012 was $(288.6) million, or $(2.31) per diluted share, compared to a net loss of $(263.0) million, or $(2.94) per diluted share for the full year 2011.  Full year 2012 net loss includes $(469.3) million of non-cash fair value adjustments, including a $510.1 million increase in the value of our CDO bonds, compared to $(385.5) million of non-cash fair value adjustments for the full year 2011.  These non-cash fair value adjustments are excluded from AFFO.

 

David T. Hamamoto, chairman and chief executive officer, commented “2012 was a transformative year for NorthStar.  We committed to $1.3 billion of highly accretive and diverse investments across the commercial real estate landscape, which allowed us to substantially increase our cash flow and increase our dividend each quarter of 2012.   The cash available for distribution that we expect to earn in 2013 represents a sizable cushion to our current dividend and we will continue to evaluate our distribution policy on a quarterly basis, balancing distributions with retaining cash flow for accretive investments.  As we

 

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begin 2013, our pipeline of compelling investment opportunities has never been stronger and we are very excited about our prospects for 2013.”

 

Mr. Hamamoto continued, “Our asset management business gained significant traction in 2012 and we expect this business to continue to grow as we enter the market with additional vehicles in 2013.  Based on our expectation of capital raising for our non-traded REITs in 2013, we anticipate earning over $40 million of net fees from our asset management business in 2013.  Because we are an internally managed REIT, our shareholders are the direct beneficiaries of this long-term, highly valuable and growing fee stream.”

 

Investments

 

During the fourth quarter, NorthStar committed $390 million to subscribe for Class A limited partnership interests in one or more newly formed limited partnerships (collectively, the “Partnership”). The Partnership will acquire limited partnership interests in approximately 50 real estate private equity funds managed by top institutional-quality sponsors. This investment is expected to be funded with $275 million from NorthStar and $115 million from NorthStar’s sponsored non-traded REIT, NorthStar Real Estate Income Trust, Inc. (“NorthStar Income I”).  NorthStar expects the first closing of this investment in February 2013, at which time the full amount of the investment would be funded. The Partnership is entitled to all distributions of capital after June 30, 2012 from the private equity funds underlying this investment irrespective of when this investment may close. The closing of each fund is subject to customary closing conditions.

 

During the fourth quarter, Northstar acquired a $326 million portfolio of 36 manufactured housing communities containing 6,296 pad rental sites and 604 manufactured homes located across those sites.  NorthStar financed the transaction with a $237 million non-recourse, 10-year mortgage with an interest rate of 4.38%.  NorthStar expects to earn an initial current yield of 15% on its $81 million of equity in this investment.

 

During the fourth quarter, NorthStar invested $15 million of equity in two commercial real estate loans with a $38 million aggregate principal balance.  During 2012, NorthStar invested $109 million of equity in 12 commercial real estate loans with a $265 million aggregate principal balance and expects to earn a weighted average return on this invested equity of 18%, including $8 million of facility financing that closed subsequent to year end.

 

The principal proceeds NorthStar could receive from CDO bonds acquired during the fourth quarter is $40 million, which were purchased for $26 million with a weighted average original credit rating of AA/Aa2. The principal proceeds NorthStar could receive from CDO bonds acquired during 2012 is $326 million, which were purchased for $159 million with a weighted average original credit rating of AA-/Aa3 and have an expected yield-to-maturity of over 20%.

 

As of December 31, 2012, the principal proceeds NorthStar could receive from its owned CDO bonds is $708 million, of which $558 million was repurchased at an average price of 32% in the secondary market and has a weighted average original credit rating of A+/A1.  The discount to par of $379 million represents potential imbedded cash flows that we may realize in future periods in addition to our capital invested in these bonds.

 

NorthStar had approximately $7.4 billion of assets under management at December 31, 2012.

 

For additional details regarding NorthStar’s investments, please refer to the tables on the following pages and to the corporate presentation which will be posted on NorthStar’s website, www.nrfc.com, following close of business on February 15, 2013.

 

Asset Management Business

 

During the fourth quarter 2012, NorthStar received management fees from its consolidated CDOs of $3.3 million, which are eliminated on NorthStar’s consolidated statement of operations.  In addition, during the fourth quarter 2012, NorthStar received $3.2 million of fees from NorthStar Income I.

 

NorthStar Income I raised $146 million in the fourth quarter 2012 and $600 million of total capital as of December 31, 2012, through NorthStar Realty Securities, LLC, NorthStar’s wholly-owned broker-dealer. NorthStar Realty Securities, LLC currently has total signed selling agreements with broker-dealers covering more than 65,000 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. NorthStar Healthcare Income, Inc. began signing selling agreements and subsequent to the fourth quarter broke escrow and anticipates raising capital shortly.

 

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During the fourth quarter, we, through our wholly-owned subsidiary, originated four loans on behalf of NorthStar Income I with a $167 million aggregate principal balance. In 2012, we originated 15 loans on behalf of NorthStar Income I with a $475 million aggregate principal balance.

 

Liquidity, Financing and Capital Markets Highlights

 

Unrestricted cash as of December 31, 2012 totaled approximately $445 million. Unrestricted cash after the $275 million commitment to the Partnership (net of $40 million deposited in connection with the Partnership prior to December 31, 2012) would be $210 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.

 

In December 2012, NorthStar sold 28.75 million shares of its common stock at a public offering price of $6.40 per share, generating net proceeds of $177 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.

 

Portfolio Management

 

At December 31, 2012, NorthStar had one loan on non-performing status (“NPL”), which had a $13 million aggregate principal amount and a $7 million carrying value.  This compares to three loans with a $25 million aggregate principal amount and a $4 million carrying value at September 30, 2012.  NorthStar categorizes a loan as a NPL if it is in maturity default and/or is past due 90 days on its contractual debt service payments.

 

During the fourth quarter 2012, NorthStar recorded $3.3 million of net provision for loan losses, compared to $6.4 million of net provision for loan losses during the third quarter 2012.  As of December 31, 2012, loan loss reserves totaled $157 million, or 7% of total loans, related to 13 loans with a carrying value of $223 million.

 

As of December 31, 2012, NorthStar’s net lease portfolio was 94% leased with a 5.7 year weighted average remaining lease term.  As of December 31, 2012, NorthStar’s healthcare portfolio that was leased to third-party operators was 100% leased with weighted average lease coverage of 1.3x and a 6.9 year weighted average remaining lease term.  As of December 31, 2012, NorthStar’s manufactured housing portfolio was 86% leased.

 

Stockholders’ Equity

 

At December 31, 2012, NorthStar had 169,835,986 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 $4.82 at December 31, 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 December 31, 2012 would be $6.75 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.  NorthStar expects over $40 million of net asset management fees in 2013.  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 February 13, 2013, NorthStar announced that its Board of Directors declared a cash dividend of $0.18 per share of common stock, payable with respect to the quarter ended December 31, 2012.  The dividend is expected to be paid on March 1, 2013 to shareholders of record as of the close of business on February 25, 2013. The Company’s common shares will begin trading ex-dividend on February 21, 2013.

 

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Earnings Conference Call

 

NorthStar will hold a conference call to discuss fourth quarter 2012 financial results on February 14, 2013, at 10:00 a.m. Eastern time.  Hosting the call will be David Hamamoto, chairman and chief executive officer; Albert Tylis, president; Daniel Gilbert, chief investment and operating 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 877-941-8609, or for international callers, by dialing 480-629-9771.

 

A replay of the call will be available one hour after the call through Thursday, February 21, 2013 by dialing 800-406-7325 or, for international callers, 303-590-3030, using pass code 4590712.

 

About NorthStar Realty Finance Corp.

 

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

 

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NorthStar Realty Finance Corp.

Consolidated Statements of Operations

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

 

 

 

Three Months Ended

 

Years Ended

 

 

 

December 31,

 

December 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

 

 

 

 

 

 

 

Interest income

 

$

142,686

 

$

90,570

 

$

386,053

 

$

401,201

 

Interest expense on debt and securities

 

11,988

 

13,036

 

50,557

 

45,280

 

Net interest income on debt and securities

 

130,698

 

77,534

 

335,496

 

355,921

 

 

 

 

 

 

 

 

 

 

 

Other revenues

 

 

 

 

 

 

 

 

 

Rental and escalation income

 

31,308

 

26,818

 

116,614

 

112,697

 

Commission income

 

14,094

 

6,249

 

42,385

 

12,024

 

Advisory and other fees - related party

 

3,150

 

1,277

 

7,916

 

959

 

Other revenue

 

276

 

 

2,272

 

925

 

Total other revenues

 

48,828

 

34,344

 

169,187

 

126,605

 

Expenses

 

 

 

 

 

 

 

 

 

Other interest expense

 

24,154

 

21,683

 

91,470

 

96,940

 

Real estate properties — operating expenses

 

4,896

 

3,912

 

18,545

 

22,611

 

Asset management expenses

 

2,884

 

1,438

 

6,714

 

8,824

 

Commission expense

 

12,968

 

5,647

 

38,506

 

10,764

 

Other costs, net

 

2,179

 

 

2,571

 

 

Impairment on operating real estate

 

966

 

 

966

 

 

Provision for loan losses, net

 

3,300

 

4,940

 

23,037

 

52,980

 

Provision for loss on equity investment

 

 

 

 

4,482

 

General and administrative

 

 

 

 

 

 

 

 

 

Salaries and equity-based compensation (1)

 

20,549

 

22,931

 

62,313

 

66,183

 

Other general and administrative

 

2,845

 

6,096

 

19,787

 

24,882

 

Total general and administrative

 

23,394

 

29,027

 

82,100

 

91,065

 

Depreciation and amortization

 

12,392

 

11,888

 

48,836

 

44,258

 

Total expenses

 

87,133

 

78,535

 

312,745

 

331,924

 

Income (loss) from operations

 

92,393

 

33,343

 

191,938

 

150,602

 

Equity in earnings (losses) of unconsolidated ventures

 

504

 

1,649

 

88

 

(2,738

)

Other income (loss)

 

 

5,850

 

20,258

 

4,162

 

Unrealized gain (loss) on investments and other

 

(135,204

)

(138,633

)

(548,277

)

(489,904

)

Realized gain (loss) on investments and other

 

24,717

 

16,845

 

60,485

 

78,782

 

Gain from acquisitions

 

 

8

 

 

89

 

Income (loss) from continuing operations

 

(17,590

)

(80,938

)

(275,508

)

(259,007

)

Income (loss) from discontinued operations

 

24

 

(606

)

340

 

(717

)

Gain (loss) on sale from discontinued operations

 

1,765

 

(130

)

2,079

 

17,198

 

Net income (loss)

 

(15,801

)

(81,674

)

(273,089

)

(242,526

)

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

 

(2,384

)

4,222

 

11,527

 

5,615

 

Preferred stock dividends

 

(9,396

)

(5,231

)

(27,025

)

(20,925

)

Contingently redeemable non-controlling interest accretion

 

 

 

 

(5,178

)

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

 

$

(27,581

)

$

(82,683

)

$

(288,587

)

$

(263,014

)

 

 

 

 

 

 

 

 

 

 

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

 

$

(0.21

)

$

(0.85

)

$

(2.32

)

$

(3.12

)

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

 

 

 

 

(0.01

)

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

 

0.01

 

 

0.01

 

0.19

 

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

 

$

(0.20

)

$

(0.85

)

$

(2.31

)

$

(2.94

)

Weighted average number of shares of common stock:

 

 

 

 

 

 

 

 

 

Basic

 

139,218,177

 

96,006,344

 

125,198,517

 

89,348,670

 

Diluted

 

145,455,938

 

100,244,453

 

131,224,199

 

93,627,456

 

 


(1)

The three months ended December 31, 2012 and 2011 include $2.8 million and $4.8 million, respectively, of equity-based compensation expense. The twelve months ended December 31, 2012 and 2011 include $12.8 million and $11.7 million, respectively, of equity-based compensation expense.

 

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NorthStar Realty Finance Corp.

Consolidated Balance Sheets

($ in thousands, except share data)

 

 

 

December 31,

 

 

 

2012

 

2011

 

 

 

(Unaudited)

 

 

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$

444,927

 

$

144,508

 

Restricted cash

 

360,075

 

298,364

 

Operating real estate, net

 

1,401,658

 

1,089,449

 

Real estate securities, available for sale

 

1,124,668

 

1,473,305

 

Real estate debt investments, net

 

1,832,231

 

1,710,582

 

Investments in and advances to unconsolidated ventures

 

111,025

 

96,143

 

Receivables, net of allowance of $1,526 in 2012 and $1,179 in 2011

 

28,413

 

31,488

 

Receivables, related parties

 

23,706

 

5,979

 

Unbilled rent receivable

 

16,129

 

11,891

 

Derivative assets, at fair value

 

6,229

 

5,735

 

Deferred costs and intangible assets, net

 

97,700

 

98,384

 

Assets of properties held for sale

 

1,595

 

3,198

 

Other assets

 

65,422

 

37,411

 

Total assets(1)

 

$

5,513,778

 

$

5,006,437

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

CDO bonds payable

 

$

2,112,441

 

$

2,273,907

 

Mortgage notes payable

 

1,015,670

 

783,257

 

CMBS bonds payable

 

98,005

 

 

Secured term loan

 

14,664

 

14,682

 

Credit facilities

 

61,088

 

64,259

 

Exchangeable senior notes

 

291,031

 

215,853

 

Junior subordinated notes, at fair value

 

197,173

 

157,168

 

Accounts payable and accrued expenses

 

45,895

 

66,622

 

Escrow deposits payable

 

90,032

 

52,856

 

Derivative liabilities, at fair value

 

170,840

 

234,674

 

Other liabilities

 

86,075

 

103,545

 

Total liabilities(2)

 

4,182,914

 

3,966,823

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

Equity

 

 

 

 

 

NorthStar Realty Finance Corp. Stockholders’ Equity

 

 

 

 

 

Preferred stock, $536,640 and $250,000 aggregate liquidation preference as of December 31, 2012 and 2011, respectively

 

504,018

 

241,372

 

Common stock, $0.01 par value, 500,000,000 shares authorized, 163,607,259 and 96,044,383 shares issued and outstanding as of December 31, 2012 and 2011, respectively

 

1,636

 

960

 

Additional paid-in capital

 

1,195,131

 

809,826

 

Retained earnings (accumulated deficit)

 

(376,685

)

(8,626

)

Accumulated other comprehensive income (loss)

 

(22,179

)

(36,160

)

Total NorthStar Realty Finance Corp. stockholders’ equity

 

1,301,921

 

1,007,372

 

Non-controlling interests

 

28,943

 

32,242

 

Total equity

 

1,330,864

 

1,039,614

 

Total liabilities and equity

 

$

5,513,778

 

$

5,006,437

 

 


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

 

 

 

 

 

Restricted cash

 

$

320,815

 

$

261,295

 

Operating real estate, net

 

342,461

 

313,227

 

Real estate securities, available for sale

 

1,015,972

 

1,358,282

 

Real estate debt investments, net

 

1,478,503

 

1,631,856

 

Investments in and advances to unconsolidated ventures

 

59,939

 

62,938

 

Receivables, net of allowance

 

16,609

 

22,530

 

Derivative assets, at fair value

 

 

61

 

Deferred costs and intangible assets, net

 

37,753

 

47,499

 

Assets of properties held for sale

 

1,595

 

3,198

 

Other assets

 

14,814

 

20,549

 

Total assets of consolidated VIEs

 

$

3,288,461

 

$

3,721,435

 

 

 

 

 

 

 

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

 

 

 

 

 

CDO bonds payable

 

$

2,112,441

 

$

2,273,907

 

Mortgage notes payable

 

228,446

 

228,525

 

Secured term loan

 

14,664

 

14,682

 

Accounts payable and accrued expenses

 

13,626

 

15,754

 

Escrow deposits payable

 

67,406

 

52,660

 

Derivative liabilities, at fair value

 

170,840

 

226,481

 

Other liabilities

 

25,144

 

55,007

 

Total liabilities of consolidated VIEs

 

$

2,632,567

 

$

2,867,016

 

 


 


 

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 per share data)

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 31,

 

December 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

Funds from operations:

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

(17,590

)

$

(80,938

)

$

(275,508

)

$

(259,007

)

Non-controlling interests (1)

 

(3,620

)

572

 

(2,435

)

(7,165

)

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

 

(21,210

)

(80,366

)

(277,943

)

(266,172

)

 

 

 

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

Preferred stock dividends

 

(9,396

)

(5,231

)

(27,025

)

(20,925

)

Impairment on operating real estate

 

966

 

 

966

 

 

Depreciation and amortization

 

16,133

 

8,786

 

48,440

 

41,156

 

Funds from discontinued operations

 

115

 

(96

)

711

 

74

 

Real estate depreciation and amortization, unconsolidated ventures

 

205

 

207

 

826

 

853

 

Funds from Operations

 

(13,187

)

(76,700

)

(254,025

)

(245,014

)

 

 

 

 

 

 

 

 

 

 

Adjusted funds from operations:

 

 

 

 

 

 

 

 

 

Funds from operations

 

(13,187

)

(76,700

)

(254,025

)

(245,014

)

Straight-line rental income, net

 

(1,230

)

(852

)

(3,336

)

(2,762

)

Straight-line rental income/expense and amortization of above/below market leases, unconsolidated ventures

 

216

 

1,014

 

918

 

930

 

Amortization of above/below market leases

 

(533

)

(235

)

(1,398

)

(891

)

Amortization of equity-based compensation

 

2,768

 

4,831

 

12,817

 

11,682

 

Unrealized (gain) loss from fair value adjustments

 

117,458

 

115,512

 

469,270

 

385,513

 

Gain from acquisitions

 

 

(8

)

 

(89

)

Adjusted Funds from Operations

 

$

105,492

 

$

43,562

 

$

224,246

 

$

149,369

 

 

 

 

 

 

 

 

 

 

 

FFO per share of common stock

 

$

(0.09

)

$

(0.76

)

$

(1.94

)

$

(2.62

)

AFFO per share of common stock (2)

 

$

0.73

 

$

0.44

 

$

1.71

 

$

1.60

 

 


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

(2)         AFFO per share does not take into account any potential dilution from certain restricted stock units, exchangeable notes or warrants.

 

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;

 

7



 

·                  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.

 

8



 

Assets Under Management at December 31, 2012 (1)

($ in thousands)

 

 

 

Amount

 

%

 

 

 

 

 

 

 

CRE Debt

 

 

 

 

 

First mortgage loans

 

$

1,578,872

 

21.3

%

Mezzanine loans

 

440,941

 

6.0

%

Credit tenant and term loans

 

230,178

 

3.1

%

Subordinate mortgage interests

 

121,473

 

1.6

%

Other (2)

 

336,893

 

4.6

%

Total CRE debt

 

2,708,357

 

36.6

%

 

 

 

 

 

 

Real Estate

 

 

 

 

 

Net lease

 

401,286

 

5.4

%

Healthcare

 

572,370

 

7.7

%

Other real estate (3)

 

326,028

 

4.4

%

Total real estate

 

1,299,684

 

17.5

%

 

 

 

 

 

 

Asset Management

 

 

 

 

 

NorthStar Income I (4)

 

854,516

 

11.5

%

 

 

 

 

 

 

CRE Securities

 

 

 

 

 

CMBS

 

2,207,067

 

29.9

%

Third-party CDO notes

 

197,103

 

2.7

%

Other securities

 

134,905

 

1.8

%

Total CRE securities

 

2,539,075

 

34.4

%

Grand total

 

$

7,401,632

 

100.0

%

 


(1)

Based on principal amount of CRE debt and security investments and the cost basis of our real estate. 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)

Relates to an investment in manufactured housing communities including $284 million of pad rental sites, $13 million of manufactured homes and $29 million of intangible and other assets.

(4)

Based on consolidated total assets.

 

9



 

Investments

2012

($ in millions)

 

NorthStar Balance Sheet Investments

 

Assets

 

Invested
Equity

 

Expected
ROE (1)

 

 

 

 

 

 

 

 

 

Opportunistic CRE investments (2)

 

$

362

 

$

362

 

17

%+

Opportunistic CDO bond repurchases

 

326

 

159

 

20

%+

Real estate portfolio

 

332

 

84

 

15

%+

CRE loans

 

265

 

109

 

18

%(3)

 

 

 

 

 

 

 

 

Total / weighted average

 

$

1,285

 

$

714

 

18

%+

 

 

 

 

 

 

 

 

Originated loans in 2012 - NorthStar non-traded REIT

 

$

475

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Loans

 

$

740

 

 

 

 

 

 


(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) Includes $275 million investment in real estate private equity fund interests which is expected to close in February 2013.

(3) Reflects $8 million of credit facility financing obtained in January 2013.

 

Balance Sheet Holdings of NorthStar CDO Bonds (1)

At December 31, 2012

($ in thousands)

 

 

 

Principal

 

Based on original credit rating:

 

Amount (2)

 

 

 

 

 

AAA

 

$

129,005

 

AA through BBB

 

386,917

 

Below investment grade

 

191,790

 

Total

 

$

707,712

 

 

 

 

 

Weighted average original credit rating of repurchased CDO bonds

 

A+ / A1

 

 

 

 

 

Weighted average purchase price of repurchased CDO bonds

 

32

%

 


(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. There is no assurance NorthStar will receive the maximum amount of principal proceeds.

 

10


 

 


 

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 December 31, 2012 (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets, principal amount

 

$

359,529

 

$

459,309

 

$

938,171

 

$

993,252

 

$

165,619

 

$

2,915,880

 

CDO bonds, principal amount (2)

 

239,103

 

357,573

 

718,867

 

920,631

 

146,241

 

2,382,415

 

Net assets

 

$

120,426

 

$

101,736

 

$

219,304

 

$

72,621

 

$

19,378

 

$

533,465

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CDO quarterly cash distributions and coverage tests (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity notes and retained original below investment grade bonds

 

$

1,747

 

$

773

 

$

4,553

 

$

8,412

 

$

684

 

$

16,169

 

Collateral management fees

 

283

 

469

 

984

 

378

 

85

 

2,199

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest coverage cushion (1)

 

1,861

 

944

 

3,102

 

7,680

 

412

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Overcollateralization cushion (shortfall) (1)

 

48,552

 

57,931

 

131,339

 

74,211

 

9,009

 

 

 

At offering

 

19,808

 

17,412

 

42,193

 

(151,595

)(4)

5,987

(5)

 

 

 


(1)   Based on remittance report issued on date nearest to December 31, 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 December 31, 2012 (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets, principal amount

 

$

133,795

 

$

164,320

 

$

242,790

 

$

366,016

 

$

342,338

 

$

1,036,652

 

$

2,285,911

 

CDO bonds, principal amount (2)

 

131,048

 

153,332

 

160,316

 

300,889

 

284,391

 

737,697

 

1,767,673

 

Net assets

 

$

2,747

 

$

10,988

 

$

82,474

 

$

65,127

 

$

57,947

 

$

298,955

 

$

518,238

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CDO quarterly cash distributions and coverage tests (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity notes and retained original below investment grade bonds

 

$

 

$

 

$

 

$

 

$

 

$

3,170

 

$

3,170

 

Collateral management fees

 

53

 

56

 

74

 

$

75

 

$

69

 

$

788

 

1,115

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest coverage cushion (shortfall) (1)

 

NEG

 

737

 

NEG

 

NEG

 

NEG

 

2,572

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Overcollateralization cushion (shortfall) (1)

 

NEG

 

NEG

 

NEG

 

NEG

 

NEG

 

18,749

 

 

 

At offering

 

8,687

 

10,944

 

13,610

 

12,940

 

13,966

 

24,516

 

 

 

 


(1)   Based on remittance report issued on date nearest to December 31, 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.

 

11



 

GAAP Book Value Rollforward

($ in thousands, except per share data)

 

 

 

 

 

Amount

 

Per Share

 

Common book value at September 30, 2012, per share

 

 

 

$

688,935

 

$

4.88

 

 

 

 

 

 

 

 

 

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

 

 

 

88,642

 

0.63

 

 

 

 

 

 

 

 

 

Fair value adjustments included in net income (loss):

 

 

 

 

 

 

 

CDO bonds payable

 

 

 

(106,909

)

(0.76

)

Trust preferred debt

 

 

 

(15,073

)

(0.11

)

Securities

 

 

 

(13,054

)

(0.09

)

Derivatives

 

 

 

17,578

 

0.12

 

 

 

 

 

 

 

 

 

Change in other comprehensive income

 

 

 

2,491

 

0.02

 

 

 

 

 

 

 

 

 

Common dividends

 

 

 

(23,981

)

(0.17

)

 

 

 

 

 

 

 

 

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

 

 

 

179,188

 

0.30

 

Total net increases/(decreases)

 

 

 

128,882

 

(0.06

)

 

 

 

 

 

 

 

 

Common book value at December 31, 2012, per share (2)(3)

 

 

 

$

817,817

 

$

4.82

 

 

 

 

 

 

 

 

 

Adjusted common book value at December 31, 2012, per share (3)(4)

 

 

 

$

1,145,605

 

$

6.75

 

 

 

 

 

 

 

 

 

2013 expected net asset management fees

 

$

40,000+

 

 

 

 

 

 

 


(1)         Includes December common stock offering, amortization of LTIPs and issuance of common shares from Dividend Reinvestment Plan.

(2)         Common book value is calculated as total stockholder’s equity of $1.3 billion and non-controlling interest in the operating partnership of $20 million less preferred stock of $504 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 $33 million ($0.19 per share), loan loss reserves total a negative $157 million ($0.92 per share) and accumulated depreciation and amortization total a negative $204 million ($1.20 per share) as of December 31, 2012.  Excluding from GAAP book value these unrealized and other adjustments, loan loss reserves and accumulated depreciation and amortization would result in adjusted book value of $6.75 per share at December 31, 2012.

 

12



 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nov-2007

 

Alliance Data Systems Corp.

 

Columbus, OH

 

199,112

 

4.9

 

$

33,829

 

$

22,643

 

$

11,186

 

Mar-2007

 

Citigroup, Inc.

 

Fort Mill, SC/Charlotte

 

165,000

 

7.8

 

34,303

 

29,526

 

4,777

 

Jun-2006

 

Covance, Inc.

 

Indianapolis, IN

 

333,600

 

13.0

 

34,519

 

27,023

 

7,496

 

Feb-2007

 

Credence Systems Corp.

 

Milpitas, CA/San Jose

 

178,213

 

4.2

 

30,144

 

20,616

 

9,528

 

Sep-2006

 

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

 

9 properties

 

467,971

 

3.1 - 11.7

 

64,503

 

45,823

 

18,680

 

Sep-2005

 

Electronic Data Systems Corp.

 

2 in MI / 1 in CA / 1 in PA

 

387,842

 

2.7

 

62,718

 

44,576

 

18,142

 

Aug-2005

 

GSA - U.S. Department of Agriculture

 

Salt Lake City, UT

 

117,553

 

4.3

 

23,211

 

14,132

 

9,079

 

Jun-2007

 

Landis Logistics / East Penn

 

Reading, PA

 

609,000

 

3.4 - 5.0

 

26,223

 

18,074

 

8,149

 

Jul-2006

 

Northrop Grumman Space & Mission Systems Corp

.

Aurora, CO/Denver

 

183,529

 

2.5

 

42,400

 

31,713

 

10,687

 

Mar-2006

 

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

 

Rockaway, NJ/ Northern NJ

 

121,038

 

2.4 - 4.6

 

22,221

 

16,374

 

5,847

 

Feb-2006

 

Quantum Corporation (4)

 

Colorado Springs, CO

 

406,207

 

0.2 - 8.2

 

27,215

 

17,281

 

9,934

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total NRFC NNN Holdings, LLC Portfolio

 

3,169,065

 

5.7

 

$

401,286

 

$

287,781

 

$

113,505

 

 


(1) Remaining lease term as of December 31, 2012.  Total represents weighted average based on cost basis.

(2) Cost basis includes capitalized expenditures since acquisition.

(3) 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.

 

13



 

Portfolio Cash Flow and Tenant Credit Profile

($ in thousands)

 

 

 

Three Months Ended December 31, 2012

 

Primary Tenant

 

Tenant or Guarantor of Tenant

 

Base Rent

 

NOI

 

Debt Service

 

NOI Less Debt
Service

 

Market Cap (1)

 

Actual Credit
Rating

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alliance Data Systems Corp.

 

$

599

 

$

592

 

$

(459

)

$

133

 

7,488

 

not rated

 

Citigroup, Inc.

 

538

 

532

 

(516

)

16

 

120,791

 

A- / A

 

Covance, Inc.

 

638

 

633

 

(522

)

111

 

3,201

 

not rated

 

Credence Systems Corp.

 

701

 

695

 

(450

)

245

 

312

 

not rated

 

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

 

1,321

 

1,288

 

(990

)

298

 

5,616

 

not rated (2)

 

Electronic Data Systems Corp.

 

1,508

 

1,499

 

(831

)

668

 

13,900

 

not rated

 

GSA - U.S. Department of Agriculture

 

648

 

424

 

(342

)

82

 

N/A

 

implied AAA

 

Landis Logistics / East Penn

 

409

 

343

 

(332

)

11

 

N/A

 

not rated

 

Northrop Grumman Space & Mission Systems Corp.

 

873

 

873

 

(622

)

251

 

16,766

 

BBB+/Baa1

 

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

 

468

 

459

 

(306

)

153

 

362

 

B/B2 (3)

 

Quantum Corporation (50%)

 

584

 

577

 

(321

)

256

 

318

 

not rated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

8,287

 

$

7,915

 

$

(5,691

)

$

2,224

 

 

 

 

 

 


(1)    Based on information from Bloomberg at close of market on December 31, 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)    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.

 

14



 

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,” “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, those relating to the operating performance of our investments, the fees earned from our asset management business, our financing needs, the anticipated funding of our investment in the Partnership, the effects of our current strategies, loan and securities activities, our ability to manage our collateralized debt obligations, or CDOs, our ability to earn sufficient cash to cover our payout ratio and our non-traded real estate investment trusts, or REITs’, 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; our ability to source and close on attractive investment opportunities; performance of our investments relative 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 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 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/operator 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, and effectively implement the business plan of,  the non-traded REITs we sponsor or advise; the fee stream we will receive from our non-traded REITs and the valuation thereof; 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; whether NorthStar’s investment in real estate private equity fund interests closes on the terms anticipated, if at all; 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 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

 

15