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8-K - 8-K - NORTHSTAR REALTY FINANCE CORP.a13-17846_18k.htm

Exhibit 99.1

 

 

NORTHSTAR REALTY FINANCE

ANNOUNCES SECOND QUARTER 2013 RESULTS

 

Second Quarter 2013 Highlights

 

·                  Cash available for distribution (“CAD”) of $0.27 per share, representing a 29% increase over the first quarter 2013.

 

·                  Increased second quarter 2013 cash dividend to $0.20 per common share, representing a 100% increase over the last eight quarters.

 

·                  Closed $1.4 billion of investments in the second quarter 2013, including $443 million of invested equity.

 

·                  Subsequent to the second quarter 2013, committed to $778 million of investments, including $444 million of invested equity.

 

·                  Completed $1.1 billion offering in our first sponsored non-traded REIT, including $350 million raised in the second quarter 2013.

 

NEW YORK, NY, August 2, 2013 - NorthStar Realty Finance Corp. (NYSE: NRF) today announced its results for the second quarter ended June 30, 2013.

 

Second Quarter 2013 Results

 

NorthStar reported cash available for distribution (“CAD”) for the second quarter 2013 of $56.5 million, or $0.27 per share. For the second quarter 2013, NorthStar generated net cash provided by operating activities of $56.8 million.  For more information and a reconciliation of CAD to net cash provided by operating activities, please refer to the tables on the following pages.

 

Net loss to common stockholders for the second quarter 2013 was $(12.6) million, or $(0.06) per diluted share, compared to a net loss of $(77.5) million, or $(0.62) per diluted share for the second quarter 2012.  Second quarter 2013 net loss includes $(42.7) million of non-cash fair value adjustments, compared to $(94.6) million of non-cash fair value adjustments for the second quarter 2012.  These non-cash fair value adjustments are excluded from CAD and adjusted funds from operations.

 

David T. Hamamoto, chairman and chief executive officer, commented “Throughout the first half of 2013, we have continued to follow through with our business plan of creating long-term, diversified and durable cash flows that generate attractive risk adjusted returns.  We are very pleased that even with eight consecutive dividend increases NorthStar has substantially increased the amount of CAD retained for reinvestment, which is translating into dividend distribution levels more commensurate with that of traditional equity REITs.  Going forward, we will continue to evaluate our distribution policy on a quarterly basis and seek to prudently balance dividends with retaining cash flow for accretive reinvestment.”

 

Mr. Hamamoto continued, “Our asset management business accomplished a significant milestone this quarter with the completion of our first $1.1 billion non-traded REIT offering.  We look forward to building on this momentum as we target raising $2.75 billion for our two other non-traded REIT products, NorthStar Healthcare Income and NorthStar Real Estate Income II.  Over the last 30 days, we have increased our selling agreements with financial advisory firms to cover more than 46,000 registered representatives for NorthStar Healthcare Income, including the top selling firms from our first non-traded REIT, and expect to continue increasing our selling agreements and accelerate our capital raising pace over the coming months.”

 

Investments

 

Real Estate

 

During the second quarter 2013, NorthStar acquired $1.2 billion of real estate.  Transactions include:

 

·                  the acquisition of an $865 million portfolio of manufactured housing communities, which was financed with eight separate 10-year, non-recourse mortgages in the aggregate amount of $640 million at a weighted average fixed interest

 

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rate of 4.02%. NorthStar expects to earn an initial current yield of approximately 14% on its $215 million of invested equity;

 

·                  the acquisition of ten multifamily properties comprised of approximately 3,000 units for an aggregate purchase price of $281 million, which was financed with nine separate 10-year, non-recourse mortgages in the aggregate amount of $205 million at a weighted average fixed interest rate of 4.09%.  NorthStar expects to earn a weighted average initial current yield of approximately 13% on its $70 million of invested equity; and

 

·                  the acquisition of eleven healthcare assisted living facilities and one memory care facility comprised of approximately 340 units for an aggregate purchase price of $64 million, which was financed with two separate non-recourse mortgages in the aggregate amount of $46 million at a weighted average current interest rate of 3.15% and weighted average final maturity of five years.  NorthStar expects to earn a weighted average initial current yield of approximately 17% on its $18 million of invested equity.

 

Subsequent to the end of the second quarter 2013, NorthStar acquired a multifamily property comprised of approximately 490 units for a purchase price of $40 million, which was financed with a 10-year, non-recourse mortgage in the amount of $30 million at a fixed interest rate of 3.69%.  NorthStar expects to earn an initial current yield of approximately 14% on its $10 million of invested equity.

 

CRE Loans

 

During the second quarter 2013, NorthStar originated five commercial real estate loans with a $207 million aggregate principal amount and expects to earn a weighted average initial current yield of approximately 13% on its $122 million of invested equity.

 

Subsequent to the end of the second quarter 2013, NorthStar originated two commercial real estate loans with a $51 million aggregate principal amount and expects to earn a weighted average initial current yield of approximately 15%.

 

Opportunistic Investments

 

During the second quarter 2013, NorthStar, NorthStar Real Estate Income Trust, Inc. (“NorthStar Income”) and funds managed by Goldman Sachs Asset Management (“Vintage Funds” and, together with NorthStar and NorthStar Income, the “NorthStar/GSAM Partnership”) committed to initially fund $510 million to acquire limited partnership interests in up to 25 real estate private equity funds with an aggregate reported net asset value of approximately $925 million as of September 30, 2012 (“PE Investment II”).  NorthStar, NorthStar Income and Vintage Funds will contribute 70%, 15% and 15%, respectively, of all amounts payable.  In July 2013, the NorthStar/GSAM Partnership completed the initial closing and NorthStar funded its full committed amount of $357 million.  The closing of each fund is subject to customary closing conditions, including third party consents.  For additional details regarding this transaction, please refer to the tables on the following pages.

 

CDO Bonds

 

During the second quarter 2013, NorthStar completed the redemption of all of the outstanding bonds issued by N-Star Real Estate CDO II (“CDO II”).  NorthStar owned approximately $71 million par amount of bonds in CDO II that it repurchased at an aggregate purchase price of approximately $36 million. Since the beginning of 2013, NorthStar has received total proceeds of approximately $132 million from the sales and paydowns of owned CDO bonds, including the CDO II redemption.

 

NorthStar had approximately $9.9 billion of assets under management as of June 30, 2013, as adjusted for our acquisition of PE Investment II.

 

For additional details regarding NorthStar and its investments, please refer to the corporate presentation that will be posted on NorthStar’s website, www.nrfc.com.

 

Asset Management Business

 

On July 1, 2013, NorthStar Income successfully completed its primary offering having raised $1.1 billion in aggregate gross offering proceeds, including $528 million this year, through NorthStar Realty Securities, LLC, NorthStar’s broker-dealer.

 

Year-to-date, NorthStar made an aggregate of $830 million of investments on behalf of NorthStar Income.

 

2



 

NorthStar Realty Securities, LLC currently has total signed selling agreements, on behalf of NorthStar Healthcare Income, Inc. (“NorthStar Healthcare”), NorthStar’s second non-traded REIT, with broker-dealers covering more than 46,000 registered representatives.  NorthStar expects to earn annual net fees approximately equal to three percentage points based on total capital raised for each of our current non-traded REITs.

 

During the second quarter 2013, the NorthStar Real Estate Income II, Inc. (“NorthStar Income II”) registration statement related to its initial offering was declared effective by the U.S. Securities and Exchange Commission.

 

During the second quarter 2013, NorthStar earned $5.8 million of fees from its management of NorthStar Income.  In addition, during the second quarter 2013, NorthStar received collateral management and other fees from its consolidated CDOs of $5.0 million, which are eliminated on NorthStar’s consolidated statement of operations.

 

Liquidity, Financing and Capital Markets Highlights

 

As of July 31, 2013, unrestricted cash was approximately $220 million.

 

In April 2013, NorthStar issued 8 million shares of its new 8.5% Series D Preferred Stock at a par value of $25 per share and received net proceeds of $193 million.

 

In June 2013, NorthStar issued $300 million of 5.375% exchangeable senior notes which are payable in June 2023 at the holders’ option.  In July 2013, the over-allotment option of $45 million was exercised by the underwriters. Total net proceeds to NorthStar were $334 million.

 

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

 

Portfolio Management

 

As of June 30, 2013, NorthStar did not have any loans on non-performing status (“NPL”).  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 second quarter 2013, NorthStar had no provision for loan losses, compared to $2.3 million of net provision for loan losses during the first quarter 2013.  As of June 30, 2013, loan loss reserves totaled $133 million, or 6% of total loans, related to ten loans with a carrying value of $165 million.

 

As of June 30, 2013, NorthStar’s net lease portfolio was 95% leased with a 5.2 year weighted average remaining lease term.  As of June 30, 2013, NorthStar’s healthcare portfolio that was leased to third-party operators was 99% leased with a weighted average lease coverage of 1.2x and a 6.8 year weighted average remaining lease term.  As of June 30, 2013, NorthStar’s manufactured housing communities portfolio was 86% leased.  For additional details regarding NorthStar’s real estate portfolio, please refer to the tables on the following pages.

 

Stockholders’ Equity

 

As of June 30, 2013, NorthStar had 208,709,267 total common shares and operating partnership units outstanding and $18 million of non-controlling interests relating to its operating partnership.  GAAP book value per share was $5.29 as of June 30, 2013, which includes negative GAAP equity in certain of our non-recourse CDO financings due to non-cash fair value adjustments.  Adjusted book value at June 30, 2013 would be $6.68 per share, excluding 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 REITs and NorthStar’s CDO collateral 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.

 

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Common Dividend Announcement

 

On July 31, 2013, NorthStar announced that its Board of Directors declared a cash dividend of $0.20 per share of common stock, payable with respect to the quarter ended June 30, 2013.  The dividend is expected to be paid on August 16, 2013 to shareholders of record as of the close of business on August 12, 2013. The Company’s common shares will begin trading ex-dividend on August 8, 2013.

 

Earnings Conference Call

 

NorthStar will hold a conference call to discuss second quarter 2013 financial results on August 2, 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 866-225-8754, or for international callers, by dialing 480-629-9818.

 

A replay of the call will be available one hour after the call through Friday, August 9, 2013 by dialing 800-406-7325 or, for international callers, 303-590-3030, using pass code 4630509.

 

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 (Unaudited)

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

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

Net interest income

 

 

 

 

 

 

 

 

 

Interest income

 

$

73,148

 

$

79,993

 

$

143,483

 

$

160,809

 

Interest expense on debt and securities

 

11,588

 

12,531

 

22,985

 

26,265

 

Net interest income on debt and securities

 

61,560

 

67,462

 

120,498

 

134,544

 

 

 

 

 

 

 

 

 

 

 

Other revenues

 

 

 

 

 

 

 

 

 

Rental and escalation income

 

65,213

 

28,319

 

104,109

 

55,981

 

Commission income, related party

 

32,635

 

8,679

 

49,575

 

16,078

 

Advisory and other fees, related party

 

5,787

 

2,742

 

10,295

 

3,259

 

Other revenue

 

1,130

 

1,526

 

1,674

 

1,630

 

Total other revenues

 

104,765

 

41,266

 

165,653

 

76,948

 

Expenses

 

 

 

 

 

 

 

 

 

Other interest expense

 

34,814

 

22,134

 

61,064

 

43,698

 

Real estate properties – operating expenses

 

18,048

 

4,250

 

26,690

 

8,369

 

Asset management expenses

 

1,506

 

787

 

2,813

 

3,071

 

Commission expense

 

29,506

 

7,889

 

44,875

 

14,469

 

Transaction costs

 

6,750

 

200

 

10,503

 

2,433

 

Provision for loan losses, net

 

 

6,537

 

2,336

 

13,377

 

General and administrative

 

 

 

 

 

 

 

 

 

Salaries and equity-based compensation (1)

 

17,129

 

14,873

 

35,459

 

28,072

 

Other general and administrative

 

6,654

 

5,087

 

11,680

 

9,190

 

Total general and administrative

 

23,783

 

19,960

 

47,139

 

37,262

 

Depreciation and amortization

 

21,849

 

12,569

 

36,923

 

24,784

 

Total expenses

 

136,256

 

74,326

 

232,343

 

147,463

 

Income (loss) from operations

 

30,069

 

34,402

 

53,808

 

64,029

 

Equity in earnings (losses) of unconsolidated ventures

 

15,119

 

(336

)

23,432

 

(837

)

Other income (loss)

 

 

 

 

20,258

 

Unrealized gain (loss) on investments and other

 

(58,663

)

(115,648

)

(45,078

)

(211,054

)

Realized gain (loss) on investments and other

 

12,962

 

5,195

 

17,044

 

20,547

 

Income (loss) from continuing operations

 

(513

)

(76,387

)

49,206

 

(107,057

)

Income (loss) from discontinued operations

 

(33

)

(19

)

(56

)

94

 

Gain on sale from discontinued operations

 

 

285

 

 

285

 

Net income (loss)

 

(546

)

(76,121

)

49,150

 

(106,678

)

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

 

913

 

4,244

 

(820

)

6,207

 

Preferred stock dividends

 

(12,993

)

(5,635

)

(24,334

)

(10,958

)

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

 

$

(12,626

)

$

(77,512

)

$

23,996

 

$

(111,429

)

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.06

)

$

(0.62

)

$

0.13

 

$

(0.98

)

Diluted

 

$

(0.06

)

$

(0.62

)

$

0.13

 

$

(0.98

)

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares:

 

 

 

 

 

 

 

 

 

Basic

 

198,848,229

 

124,802,710

 

187,822,954

 

113,524,914

 

Diluted

 

208,636,823

 

131,178,131

 

200,217,141

 

119,285,979

 

Dividends declared per share of common stock

 

$

0.20

 

$

0.16

 

$

0.39

 

$

0.31

 

 


(1)         The three months ended June 30, 2013 and 2012 include $4.2 million and $4.8 million, respectively, of equity-based compensation expense. The six months ended June 30, 2013 and 2012 include $10.2 million and $7.2 million of equity-based compensation expense, respectively.

 

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NorthStar Realty Finance Corp.

Consolidated Balance Sheets

($ in thousands, except share data)

 

 

 

June 30, 2013

 

December 31,

 

 

 

(Unaudited)

 

2012

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$

530,610

 

$

444,927

 

Restricted cash

 

264,658

 

360,075

 

Operating real estate, net

 

2,617,107

 

1,401,658

 

Real estate debt investments, net

 

1,901,974

 

1,832,231

 

Investments in private equity funds, at fair value

 

300,492

 

 

Investments in and advances to unconsolidated ventures

 

120,356

 

111,025

 

Real estate securities, available for sale

 

1,001,795

 

1,124,668

 

Receivables, net of allowance of $1,809 as of June 30, 2013 and $1,526 as of December 31, 2012

 

31,114

 

28,413

 

Receivables, related parties

 

13,625

 

23,706

 

Unbilled rent receivable, net of allowance of $321 as of June 30, 2013

 

17,271

 

16,129

 

Derivative assets, at fair value

 

9,332

 

6,229

 

Deferred costs and intangible assets, net

 

128,115

 

97,700

 

Assets of properties held for sale

 

1,595

 

1,595

 

Other assets

 

106,890

 

65,422

 

Total assets(1)

 

$

7,044,934

 

$

5,513,778

 

Liabilities

 

 

 

 

 

CDO bonds payable

 

$

1,829,202

 

$

2,112,441

 

Mortgage notes payable

 

2,003,538

 

1,015,670

 

Securitization bonds payable

 

97,906

 

98,005

 

Secured term loan

 

14,595

 

14,664

 

Credit facilities

 

139,119

 

61,088

 

Exchangeable senior notes

 

514,966

 

291,031

 

Junior subordinated notes, at fair value

 

220,617

 

197,173

 

Accounts payable and accrued expenses

 

73,272

 

45,895

 

Escrow deposits payable

 

109,149

 

90,032

 

Derivative liabilities, at fair value

 

132,640

 

170,840

 

Other liabilities

 

88,543

 

86,075

 

Total liabilities(2)

 

5,223,547

 

4,182,914

 

Commitments and contingencies

 

 

 

 

 

Equity

 

 

 

 

 

NorthStar Realty Finance Corp. Stockholders’ Equity

 

 

 

 

 

Preferred stock, $736,640 and $536,640 aggregate liquidation preference as of June 30, 2013 and December 31, 2012, respectively

 

697,352

 

504,018

 

Common stock, $0.01 par value, 500,000,000 shares authorized, 199,439,798 and 163,607,259 shares issued and outstanding as of June 30, 2013 and December 31, 2012, respectively

 

1,994

 

1,636

 

Additional paid-in capital

 

1,524,260

 

1,195,131

 

Retained earnings (accumulated deficit)

 

(426,203

)

(376,685

)

Accumulated other comprehensive income (loss)

 

(15,260

)

(22,179

)

Total NorthStar Realty Finance Corp. stockholders’ equity

 

1,782,143

 

1,301,921

 

Non-controlling interests

 

39,244

 

28,943

 

Total equity

 

1,821,387

 

1,330,864

 

Total liabilities and equity

 

$

7,044,934

 

$

5,513,778

 

 


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

 

 

 

 

 

 

 

 

 

 

 

Restricted cash

 

$

172,567

 

$

320,815

 

Operating real estate, net

 

455,133

 

342,461

 

Real estate debt investments, net

 

1,346,993

 

1,478,503

 

Investments in and advances to unconsolidated ventures

 

59,308

 

59,939

 

Real estate securities, available for sale

 

907,034

 

1,015,972

 

Receivables, net of allowance

 

14,265

 

16,609

 

Unbilled rent receivable

 

3,166

 

2,125

 

Deferred costs and intangible assets, net

 

34,224

 

37,753

 

Assets of properties held for sale

 

1,595

 

1,595

 

Other assets

 

9,085

 

12,689

 

Total assets of consolidated VIEs

 

$

3,003,370

 

$

3,288,461

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

CDO bonds payable

 

$

1,829,202

 

$

2,112,441

 

Mortgage notes payable

 

290,422

 

228,446

 

Secured term loan

 

14,595

 

14,664

 

Accounts payable and accrued expenses

 

11,908

 

13,626

 

Escrow deposits payable

 

61,801

 

67,406

 

Derivative liabilities, at fair value

 

132,640

 

170,840

 

Other liabilities

 

23,150

 

25,144

 

Total liabilities of consolidated VIEs

 

$

2,363,718

 

$

2,632,567

 

 

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NorthStar Realty Finance Corp.

Consolidated Statements of Cash Flows (Unaudited)

($ in thousands, except share data)

 

 

 

Six Months Ended June 30,

 

 

 

2013

 

2012

 

Cash flows from operating activities:

 

 

 

 

 

Net income (loss)

 

$

49,150

 

$

(106,678

)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

 

 

 

 

 

Equity in (earnings) losses of private equity funds

 

(22,041

)

 

Equity in (earnings) losses of unconsolidated ventures

 

(1,391

)

837

 

Depreciation and amortization

 

36,923

 

24,987

 

Amortization of premium/accretion of discount on investments

 

(23,811

)

(38,841

)

Interest accretion on investments

 

(713

)

(277

)

Amortization of deferred financing costs

 

2,966

 

1,660

 

Amortization of equity-based compensation

 

10,195

 

7,158

 

Unrealized (gain) loss on investments and other

 

12,404

 

168,447

 

Realized gain (loss) on investments and other / other income

 

(17,044

)

(21,090

)

Reversal of accrued loss contingency and other costs

 

 

(22,041

)

Distribution from private equity funds

 

22,041

 

 

Distributions from unconsolidated ventures

 

1,645

 

802

 

Amortization of capitalized above/below market leases

 

(823

)

(565

)

Unbilled rent receivable

 

(1,198

)

(1,501

)

Provision for loan losses, net

 

2,336

 

13,377

 

Allowance for uncollectable accounts

 

665

 

225

 

Other

 

93

 

 

Discount and loan fees received

 

6,304

 

13,158

 

Loan acquisition costs

 

(26

)

(835

)

Changes in assets and liabilities:

 

 

 

 

 

Restricted cash

 

(3,256

)

(7,664

)

Receivables

 

(901

)

(4,232

)

Other assets

 

(2,981

)

7,014

 

Receivables, related parties

 

(1,714

)

(1,254

)

Accounts payable and accrued expenses

 

26,032

 

(16,634

)

Other liabilities

 

4,645

 

17,680

 

Net cash provided by (used in) operating activities

 

99,500

 

33,733

 

Cash flows from investing activities:

 

 

 

 

 

Acquisitions of operating real estate, net

 

(1,267,910

)

(6,858

)

Improvements of operating real estate

 

(5,933

)

(1,614

)

Deferred costs and intangible assets

 

(464

)

(732

)

Net proceeds from disposition of operating real estate

 

 

8,542

 

Acquisitions of real estate securities, available for sale

 

 

(82,865

)

Proceeds from sales of real estate securities, available for sale

 

170,397

 

200,285

 

Repayments on real estate securities, available for sale

 

125,465

 

77,974

 

Originations/acquisitions of real estate debt investments

 

(219,552

)

(210,487

)

Proceeds from sales of real estate debt investments

 

 

10,845

 

Repayments on real estate debt investments

 

99,460

 

94,651

 

Change in restricted cash

 

(24,959

)

(5,417

)

Other assets

 

6,484

 

10,776

 

Investments in and advances to private equity funds

 

(297,376

)

 

Distributions from private equity funds

 

36,415

 

 

Investment in and advances to unconsolidated ventures

 

(9,735

)

(7,939

)

Distributions from unconsolidated ventures

 

166

 

175

 

Net cash provided by (used in) investing activities

 

(1,387,542

)

87,336

 

Cash flows from financing activities:

 

 

 

 

 

Purchase of derivative instruments

 

(9,585

)

(8,920

)

Settlement of derivative instruments

 

 

(8,163

)

Borrowings from mortgage notes

 

992,836

 

4,500

 

Repayments of mortgage notes

 

(4,968

)

(4,471

)

Borrowings from credit facilities

 

92,560

 

84,161

 

Repayments of credit facilities

 

(14,529

)

(16,102

)

Paydowns on securitization bonds payable

 

(182

)

 

Proceeds from CDO bond reissuance

 

 

10,360

 

Proceeds from CDO bonds

 

 

10,000

 

Repayments of CDO bonds

 

(443,437

)

(387,885

)

Repurchases of CDO bonds

 

(6,543

)

(59,161

)

Repayments of secured term loan

 

(69

)

 

Payment of deferred financing costs

 

(25,097

)

(3,072

)

Change in restricted cash

 

145,265

 

58,415

 

Proceeds from exchangeable senior notes

 

300,000

 

75,000

 

Repurchases and repayment of exchangeable senior notes

 

(36,710

)

(7,500

)

Net proceeds from preferred stock offering

 

193,334

 

38,628

 

Net proceeds from common stock offering

 

280,184

 

199,123

 

Proceeds from dividend reinvestment plan

 

120

 

94

 

Dividends (common and preferred)

 

(97,848

)

(45,961

)

Contributions from non-controlling interests

 

12,562

 

 

Distributions to non-controlling interests

 

(4,168

)

(8,864

)

Net cash provided by (used in) financing activities

 

1,373,725

 

(69,818

)

Net increase (decrease) in cash and cash equivalents

 

85,683

 

51,251

 

Cash and cash equivalents—beginning of period

 

444,927

 

144,508

 

Cash and cash equivalents—end of period

 

$

530,610

 

$

195,759

 

 

7


 


 

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 GAAP, within the meaning of the applicable Securities and Exchange Commission, or SEC, rules.  These include: Cash Available for Distribution, Funds From Operations and Adjusted Funds From Operations.   NorthStar believes these terms can be useful measures of its performance, which are further defined below.

 

Cash Available for Distribution (“CAD”)

 

CAD is a non-GAAP financial measure. NorthStar calculates CAD by adjusting net cash provided by (used in) operating activities to deduct preferred stock dividends; to reflect actual distributions received related to income earned in joint ventures; to reflect timing differences related to certain G&A expenses and corporate borrowing payments; to reflect timing differences related to non-capitalized transaction costs that are amortized over the life of the investment for purposes of CAD; to include amortization of discounts related to repurchased CDO bonds, investments owned outside CDOs and similar income items; and to exclude one-time events pursuant to changes in GAAP and certain other non-recurring items.

 

NorthStar believes that CAD provides investors and management with a meaningful indicator of the operating performance of the Company. NorthStar management also uses CAD, among other measures, to evaluate profitability and the Board of Directors considers CAD in determining NorthStar’s quarterly cash dividends.  CAD may fluctuate from period to period based upon a variety of factors, including, but not limited to, the timing and amount of investments, repayments and asset sales, capital raised, use of leverage, changes in the expected yield of investments and the overall conditions in commercial real estate and the economy generally.

 

CAD should not be considered as an alternative to net income (determined in accordance with GAAP) or as an indication of our cash from operating activities (determined in accordance with GAAP) or a measure of our liquidity or profitability.  In addition, our methodology for calculating CAD may differ from the methodologies used by other comparable companies, including other REITs, when calculating the same or similar supplemental financial measures and may not be comparable with these companies.

 

Reconciliation of Cash Available for Distribution

(Amounts in thousands except per share data)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30, 2013

 

June 30, 2013

 

 

 

 

 

 

 

Net cash provided by operating activities (1)

 

$

56,826

 

$

99,500

 

 

 

 

 

 

 

Preferred stock dividends

 

(12,993

)

(24,334

)

Adjustment for joint ventures

 

(322

)

(475

)

Timing differences related to G&A and corporate borrowings

 

(9,985

)

(14,890

)

Timing differences related to non-capitalized transaction costs

 

7,156

 

8,084

 

Amortization of discounts and other (2)

 

15,806

 

27,181

 

CAD

 

$

56,488

 

$

95,066

 

 

 

 

 

 

 

CAD per share (3)

 

$

0.27

 

$

0.48

 

 


(1)         Three months ended June 30, 2013 is based on the six months ended June 30, 2013 less the three months ended March 31, 2013 as reported in the first quarter 2013 Form 10-Q.

(2)         Realized discounts related to repurchased CDO bonds totaled $53 million in 2012 and are currently expected to be approximately $70 million in 2013. For CAD, realized discounts on CDO bonds are assumed to equal annual amortization of total expected cash discount over a 5.4 year weighted average remaining life as of January 1, 2013.

(3)         CAD per share does not take into account any potential dilution from exchangeable notes, warrants or restricted stock units that are subject to performance metrics that are not currently achieved.

 

8



 

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 GAAP), excluding gains (losses) from sales of depreciable property, the cumulative effect of changes in accounting principles, real estate-related depreciation and amortization, impairment 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 transaction costs;

 

·                  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;

 

·                  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 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 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.

 

9



 

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

($ in thousands, except per share data)

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

Funds from operations:

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

(513

)

$

(76,387

)

$

49,206

 

$

(107,057

)

Non-controlling interests(1)

 

292

 

280

 

292

 

540

 

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

 

(221

)

(76,107

)

49,498

 

(106,517

)

 

 

 

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

Preferred stock dividends

 

(12,993

)

(5,635

)

(24,334

)

(10,958

)

Depreciation and amortization

 

21,071

 

11,130

 

35,446

 

21,959

 

Funds from discontinued operations

 

(33

)

92

 

(56

)

297

 

Real estate depreciation and amortization, unconsolidated ventures

 

603

 

207

 

800

 

414

 

Funds from operations

 

8,427

 

(70,313

)

61,354

 

(94,805

)

 

 

 

 

 

 

 

 

 

 

Adjusted funds from operations:

 

 

 

 

 

 

 

 

 

Funds from operations

 

8,427

 

(70,313

)

61,354

 

(94,805

)

Transaction costs

 

6,750

 

200

 

10,503

 

2,433

 

Straight-line rental income, net

 

(274

)

(687

)

(1,133

)

(1,357

)

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

 

229

 

234

 

459

 

468

 

Amortization of deferred financing costs

 

1,562

 

800

 

2,966

 

1,660

 

Amortization of above/below market leases

 

(425

)

(260

)

(823

)

(518

)

Amortization of equity-based compensation

 

4,177

 

4,829

 

10,195

 

7,158

 

Unrealized (gain) loss from fair value adjustments

 

42,743

 

94,585

 

12,404

 

168,342

 

Adjusted funds from operations

 

$

63,189

 

$

29,388

 

$

95,925

 

$

83,381

 

 

 

 

 

 

 

 

 

 

 

FFO per share of common stock (2)

 

$

0.04

 

$

(0.54

)

$

0.31

 

$

(0.79

)

AFFO per share of common stock (2)

 

$

0.30

 

$

0.22

 

$

0.49

 

$

0.70

 

 


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

(2)         FFO and AFFO per share does not take into account any potential dilution from exchangeable notes, warrants or restricted stock units that are subject to performance metrics that are not currently achieved.

 

10



 

Assets Under Management as of June 30, 2013(1)

($ in thousands)

 

 

 

Amount(2)

 

%

 

CRE Debt

 

 

 

 

 

First mortgage loans

 

$

1,552,368

 

15.6

%

Mezzanine loans

 

356,461

 

3.6

%

Credit tenant and term loans

 

240,661

 

2.4

%

Subordinate mortgage interests

 

202,786

 

2.0

%

Other(3)

 

427,287

 

4.3

%

Total CRE debt

 

2,779,563

 

27.9

%

 

 

 

 

 

 

Real Estate

 

 

 

 

 

Manufactured housing communities

 

1,188,593

 

12.1

%

Healthcare

 

637,762

 

6.4

%

Net lease

 

401,286

 

4.0

%

Multifamily

 

329,247

 

3.3

%

Private equity fund investments(4)

 

913,265

 

9.2

%

Total real estate

 

3,470,153

 

35.0

%

 

 

 

 

 

 

Asset Management(5)

 

 

 

 

 

NorthStar Income

 

1,523,922

 

15.3

%

NorthStar Healthcare

 

2,801

 

0.1

%

CRE Securities(6)

 

 

 

 

 

CMBS

 

1,873,670

 

18.8

%

Third-party CDO notes

 

180,306

 

1.8

%

Other securities

 

109,897

 

1.1

%

Total CRE securities

 

2,163,873

 

21.7

%

Grand total

 

$

9,940,312

 

100.0

%

 


(1)         Includes PE Investment II which completed its initial closing in July 2013.

(2)         Based on principal amount of CRE debt and securities investments, fair value for our private equity fund investments and the cost basis of our other real estate investments.  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.

(3)         Primarily related to real estate owned (either directly or through a joint venture) as a result of taking title to a property and other CRE debt investments accounted for as joint ventures.

(4)         Includes the initial and deferred amount of PE Investment II.

(5)         Based on consolidated total assets.

(6)         Includes $2.0 billion of CRE securities that serve as collateral in CDO financing transactions.

 

11



 

Investments

2013 Year to Date through August 1, 2013

($ in millions)

 

NorthStar Balance Sheet Investments

 

Assets

 

Invested
Equity

 

Expected
Current
Yield(1)

 

 

 

 

 

 

 

 

 

Opportunistic

 

$

991

 

$

682

 

19

%

Real estate portfolio

 

1,313

 

334

 

14

%

CRE loans

 

276

 

191

 

13

%

 

 

 

 

 

 

 

 

Total / weighted average

 

$

2,580

 

$

1,207

 

17

%

 

 

 

 

 

 

 

 

Investments - NorthStar non-traded REIT

 

$

830

 

$

625

 

 

 

 

 

 

 

 

 

 

 

Total Investments

 

$

3,410

 

$

1,832

 

 

 

 


(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.

 

Balance Sheet Holdings of NorthStar CDO Bonds (1)

As of August 1, 2013

($ in thousands)

 

 

 

Principal

 

Based on original credit rating:

 

Amount (2)

 

 

 

 

 

AAA

 

$

88,849

 

AA through BBB

 

393,532

 

Below investment grade

 

176,790

 

Total

 

$

659,171

 

 

 

 

 

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.

 

12



 

PE Investment I (1)

($ in millions)

 

Number of funds

 

47

 

Number of general partners

 

25

 

Reported NAV as a percentage of net cost(2)

 

64.1

%

Reported annualized NAV growth (Quarter ended March 2013)

 

10.0

%

Reported annualized NAV growth (June 2012 to March 2013)

 

11.6

%

Underlying assets, at cost

 

$

26,500

 

Implied leverage(3)

 

53.5

%

Expected remaining future capital contributions as of June 30, 2013

 

$

26

 

 

Our Proportionate Share of PE Investment I

 

 

 

June 30, 2013

 

 

 

Three

 

Six

 

 

 

Months Ended

 

Months Ended

 

Income

 

$

14

 

$

22

 

Return of capital

 

5

 

35

 

Total distributions(4)

 

19

 

57

 

Contributions(5)

 

1

 

18

 

Net cash

 

$

18

 

$

39

 

 


(1)                   Based on financial data reported by the underlying funds as of March 31, 2013, except as otherwise noted.

(2)                   Net cost represents total funded capital less distributions received, excluding any distributions in excess of contributions for funds representing 3% of reported NAV.

(3)                   Represents implied leverage for funds with investment-level financing, calculated as debt divided by assets at fair value.

(4)                   Net of a $2 million reserve for taxes.

(5)                   Due to the timing of the closing of fund interests, contributions are recorded based on the period of settlement and may not represent the period such contributions were made.  Amounts presented are based on the applicable period, not the period of settlement.

 

PE Investment I by Underlying Investment Type (1)

As of March 31, 2013

 

Type

 

%

 

Lodging

 

18.2

%

Residential/Condo

 

10.9

%

Office

 

10.4

%

Multifamily

 

9.1

%

Debt

 

8.9

%

Financial Services

 

7.6

%

Cash

 

7.5

%

Healthcare

 

7.0

%

Land

 

6.3

%

Operating Companies

 

4.5

%

Other

 

3.8

%

Retail

 

3.0

%

Industrial

 

2.8

%

 

 

 

 

Total

 

100.0

%

 


(1)                   Based on individual fund financial statements.

 

13



 

PE Investment II (1)

($ in millions)

 

Number of funds

 

25

 

Number of general partners

 

16

 

Reported NAV as a percentage of net cost(2)

 

72.0

%

Reported annualized NAV growth (Quarter ended December 31, 2012)

 

14.0

%

Underlying assets, at cost

 

$

28,500

 

Implied leverage(3)

 

39.7

%

Expected remaining future capital contributions as of June 30, 2013

 

$

41

 

 


(1)                   Based on financial data reported by the underlying funds as of December 31, 2012, except as otherwise noted.

(2)                   Net cost represents total funded capital less distributions received.

(3)                   Represents implied leverage for funds with investment-level financing, calculated as debt divided by assets at fair value.

 

PE Investment II by Underlying Investment Type (1)

As of December 31, 2012

 

Type

 

%

 

Office

 

26.3

%

Multifamily

 

22.6

%

Retail

 

13.4

%

Cash

 

7.8

%

Industrial

 

7.2

%

Lodging

 

6.6

%

Residential/Condo

 

5.3

%

Land

 

4.9

%

Debt

 

3.6

%

Other

 

2.3

%

 

 

 

 

Total

 

100.0

%

 


(1)                   Based on individual fund financial statements.

 

14



 

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 June 30, 2013 (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets, principal amount

 

$

353,729

 

$

414,870

 

$

929,857

 

$

843,932

 

$

159,083

 

$

2,701,471

 

CDO bonds, principal amount (2)

 

229,613

 

329,428

 

706,180

 

772,452

 

141,319

 

2,178,992

 

Net assets

 

$

124,116

 

$

85,442

 

$

223,677

 

$

71,480

 

$

17,764

 

$

522,479

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CDO quarterly cash distributions and coverage tests (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity notes and retained original below investment grade bonds

 

$

1,374

 

$

1,568

 

$

3,918

 

$

5,594

 

$

636

 

$

13,090

 

Collateral management and other fees

 

259

 

2,253

 

974

 

419

 

91

 

3,996

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest coverage cushion (1)

 

1,483

 

1,326

 

3,288

 

5,077

 

400

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Overcollateralization cushion (1)

 

52,663

 

64,742

 

136,408

 

80,480

 

9,299

 

 

 

At offering

 

19,808

 

17,412

 

42,193

 

(151,595

)(4)

5,987

(5)

 

 

 


(1)                   Based on remittance report issued on date nearest to June 30, 2013.

(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 III

 

N-Star V

 

N-Star VII

 

N-Star IX

 

 

 

Issue/Acquisition Date

 

Aug-03

 

Mar-05

 

Sep-05

 

Jun-06

 

Feb-07

 

Total

 

Balance sheet as of June 30, 2013 (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets, principal amount

 

$

88,231

 

$

212,426

 

$

312,170

 

$

307,603

 

$

1,019,232

 

$

1,939,662

 

CDO bonds, principal amount (2)

 

86,447

 

134,886

 

251,605

 

266,333

 

729,051

 

1,468,322

 

Net assets

 

$

1,784

 

$

77,540

 

$

60,565

 

$

41,270

 

$

290,181

 

$

471,340

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CDO quarterly cash distributions and coverage tests (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity notes and retained original below investment grade bonds

 

$

 

$

 

$

 

$

 

$

2,780

 

$

2,780

 

Collateral management and other fees

 

37

 

67

 

43

 

51

 

789

 

987

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest coverage cushion (1)

 

NEG

 

NEG

 

NEG

 

NEG

 

2,121

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Overcollateralization cushion (1)

 

NEG

 

NEG

 

NEG

 

NEG

 

49,558

 

 

 

At offering

 

8,687

 

13,610

 

12,940

 

13,966

 

24,516

 

 

 

 


(1)                   Based on remittance report issued on date nearest to June 30, 2013.

(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.

 

15


 


 

GAAP Book Value Rollforward

($ in thousands, except per share data)

 

 

 

 

 

Amount

 

Per Share

 

Common book value as of March 31, 2013, per share

 

 

 

$

1,108,493

 

$

5.31

 

 

 

 

 

 

 

 

 

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

 

 

 

29,496

 

0.14

 

 

 

 

 

 

 

 

 

Fair value adjustments included in net income (loss):

 

 

 

 

 

 

 

CDO bonds payable

 

 

 

(77,144

)

(0.37

)

Junior subordinated notes

 

 

 

(13,824

)

(0.07

)

Securities

 

 

 

25,785

 

0.12

 

Derivatives

 

 

 

22,440

 

0.11

 

 

 

 

 

 

 

 

 

Equity component of exchangeable senior notes

 

 

 

39,768

 

0.19

 

 

 

 

 

 

 

 

 

Change in other comprehensive income

 

 

 

3,801

 

0.02

 

 

 

 

 

 

 

 

 

Common dividends

 

 

 

(39,635

)

(0.19

)

 

 

 

 

 

 

 

 

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

 

 

 

4,059

 

0.03

 

Total net increases/(decreases)

 

 

 

(5,254

)

(0.02

)

 

 

 

 

 

 

 

 

Common book value as of June 30, 2013, per share (2)(3)

 

 

 

$

1,103,239

 

$

5.29

 

 

 

 

 

 

 

 

 

Adjusted common book value as of June 30, 2013, per share (3)(4)

 

 

 

$

1,393,043

 

$

6.68

 

 

 

 

 

 

 

 

 

2013 expected net asset management fees

 

$

40,000+

 

 

 

 

 

 


(1)

Includes amortization of LTIPs and issuance of common shares from Dividend Reinvestment Plan.

 

 

(2)

Common book value is calculated as total stockholder’s equity of $1.8 billion and non-controlling interest in the operating partnership of $18 million less preferred stock of $697 million.

 

 

(3)

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 exchangeable notes, warrants or restricted stock units that are subject to performance metrics that are not currently achieved.

 

 

(4)

Cumulative net unrealized and other adjustments total a positive $82 million ($0.40 per share), loan loss reserves total a negative $133 million ($0.64 per share) and accumulated depreciation and amortization total a negative $239 million ($1.15 per share) as of June 30, 2013. 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 $6.68 per share as of June 30, 2013.

 

16



 

Manufactured Housing Communities Portfolio

As of June 30, 2013

($ in millions)

 

 

 

Total Portfolio

 

 

 

 

 

Number of communities

 

107

 

Number of pad rental sites

 

23,146

 

 

 

 

 

First year projected NOI

 

$

79

 

Cost basis (1)

 

$

1,150

 

 

 

 

 

NOI related to:

 

 

 

Pad rental sites

 

94

%

Other

 

6

%

 

 

 

 

WA occupancy

 

86

%

 


(1) Excludes pre-funded capital expenditures and our partner’s subordinate capital.

 

Manufactured Housing Communities Portfolio Net Operating Income by Location (1)

As of June 30, 2013

 

Type

 

%

 

Florida

 

26.2

%

Utah (Salt Lake City)

 

25.5

%

Colorado

 

19.1

%

Kansas

 

8.4

%

New York

 

8.3

%

Wyoming

 

7.0

%

Missouri

 

2.6

%

Illinois

 

2.3

%

Arkansas

 

0.6

%

Total

 

100.0

%

 


(1)   Based on first year projected NOI of pad rental sites.

 

17



 

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

 

4.4

 

$

33,829

 

$

22,472

 

$

11,357

 

Mar-2007

 

Citigroup, Inc.

 

Fort Mill, SC/Charlotte

 

165,000

 

7.3

 

34,303

 

29,346

 

4,957

 

Jun-2006

 

Covance, Inc.

 

Indianapolis, IN

 

333,600

 

12.5

 

34,519

 

26,813

 

7,706

 

Feb-2007

 

Credence Systems Corp.

 

Milpitas, CA/San Jose

 

178,213

 

3.7

 

30,144

 

20,338

 

9,806

 

Sep-2006

 

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

 

9 properties

 

467,971

 

2.6 - 11.2

 

64,503

 

45,323

 

19,180

 

Sep-2005

 

Electronic Data Systems Corp.

 

2 in MI / 1 in CA / 1 in PA

 

387,842

 

2.2

 

62,718

 

44,132

 

18,586

 

Aug-2005

 

GSA - U.S. Department of Agriculture

 

Salt Lake City, UT

 

117,553

 

3.8

 

23,211

 

13,931

 

9,280

 

Jun-2007

 

Landis Logistics / East Penn

 

Reading, PA

 

609,000

 

2.9 - 4.5

 

26,223

 

17,921

 

8,302

 

Jul-2006

 

Northrop Grumman Space & Mission Systems Corp.

 

Aurora, CO/Denver

 

183,529

 

2.0

 

42,400

 

31,473

 

10,927

 

Mar-2006

 

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

 

Rockaway, NJ/ Northern NJ

 

121,038

 

1.9 - 4.1

 

22,221

 

16,235

 

5,986

 

Feb-2006

 

Quantum Corporation (4)

 

Colorado Springs, CO

 

406,207

 

2.7 - 7.7

 

27,215

 

17,112

 

10,103

 

Total NRFC NNN Holdings, LLC Portfolio

 

3,169,065

 

5.2

 

$

401,286

 

$

285,096

 

$

116,190

 

 


(1) Remaining lease term as of June 30, 2013.  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.

 

18



 

Portfolio Cash Flow and Tenant Credit Profile
($ in thousands)

 

 

 

Three Months Ended June 30, 2013

 

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.

 

$

632

 

$

626

 

$

(451

)

$

175

 

9,415

 

not rated

 

Citigroup, Inc.

 

538

 

534

 

(507

)

27

 

145,877

 

A- / A

 

Covance, Inc.

 

638

 

633

 

(513

)

120

 

4,445

 

not rated

 

Credence Systems Corp.

 

716

 

705

 

(443

)

262

 

312

 

not rated

 

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

 

1,333

 

1,300

 

(966

)

334

 

6,384

 

not rated (2)

 

Electronic Data Systems Corp.

 

1,508

 

1,492

 

(818

)

674

 

13,900

 

not rated

 

GSA - U.S. Department of Agriculture

 

648

 

408

 

(300

)

108

 

N/A

 

implied AAA

 

Landis Logistics / East Penn

 

330

 

286

 

(332

)

(46

)

N/A

 

not rated

 

Northrop Grumman Space & Mission Systems Corp.

 

887

 

887

 

(611

)

276

 

20,723

 

BBB+/Baa2

 

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

 

468

 

467

 

(301

)

166

 

362

 

B/B2 (3)

 

Quantum Corporation (50%)

 

481

 

469

 

(323

)

146

 

419

 

not rated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

8,179

 

$

7,807

 

$

(5,565

)

$

2,242

 

 

 

 

 

 


(1) Based on information from Bloomberg at close of market on June 30, 2013 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.

 

19



 

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, adverse economic conditions and the impact on the commercial real estate 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 real estate portfolio; the affect of economic conditions on the valuations of our investments; our ability to source and close on attractive investment opportunities; our ability to maintain or increase our dividend; our ability to grow our asset management business by raising capital for, and effectively implementing the business plans of, the companies we sponsor and advise in particular our sponsored companies; performance of our investments relative to our expectations and the impact on our actual return on invested equity, as well as the cash generated from these investments and available for distribution; whether we will produce higher CAD per share in the coming quarters, or ever; the impact of economic conditions on the borrowers of the commercial real estate debt we originate and acquire the commercial mortgage loans underlying the commercial mortgage backed securities in which we invest, as well as on the tenants/operators of our real property that we own; our ability to realize the value of the bonds we have purchased and retained in our CDO financing transactions and other securitized financing transactions and our ability to complete securitized financing transactions on terms that are acceptable to us, or at all; our ability to realize current and expected return over the life of our investments; 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; our ability to manage our costs in line with our expectations and the impact on our cash available for distribution; environmental compliance costs and liabilities; effect of regulatory actions, litigation and contractual claims against us and our affiliates, including the potential settlement and litigation of such claims; competition for investment opportunities; our ability to close the remaining interests in private equity real estate funds described in this press release; regulatory requirements with respect to our business and the related cost of compliance; the impact of any conflicts arising from our asset management business; 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 portfolio management systems; failure to maintain effective internal controls; compliance with the rules governing real estate investment trusts; and the factors described in Item 1A. of our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 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, 2012. 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

 

20