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| 8-K - 8-K - New York REIT Liquidating LLC | form8k.htm |
FOR IMMEDIATE RELEASE
American Realty Capital New York Recovery REIT Reports Fourth Quarter 2013 Results
New York, New York, February 28, 2014 - American Realty Capital New York Recovery REIT, Inc. ("NYRR") announced its operating results for the quarter ended December 31, 2013.
Fourth Quarter 2013 and Subsequent Event Highlights
• | Modified funds from operations ("MFFO") increased $8.5 million (447%) to $10.4 million for the quarter ended December 31, 2013 from $1.9 million for the quarter ended December 31, 2012. (See non-GAAP tabular reconciliations and accompanying notes contained within this release for additional information.) |
• | Total revenues increased $16.0 million (327%) to $20.9 million (calculated in accordance with generally accepted accounting principles ("GAAP")) for the quarter ended December 31, 2013 from $4.9 million for the quarter ended December 31, 2012. |
• | NYRR acquired $1.8 billion of New York City real estate during the year ended December 31, 2013. |
• | As of December 31, 2013, our portfolio consisted of 23 properties and real estate-related assets, which are 94.2% leased on a weighted average basis with a weighted average remaining primary lease term of 10.2 years, containing 3.1 million rentable square feet. |
• | As of December 31, 2013, approximately 90% of NYRR’s holdings are office and retail properties, and 100% of the portfolio is located in New York City. |
• | As of December 31, 2013, NYRR had net debt of approximately $672 million resulting in a leverage ratio of 31.6%, including our portion from our unconsolidated joint venture. The average interest rate on NYRR's debt was 3.6% with an average remaining debt term of 6.7 years. |
• | As of December 31, 2013, the NYRR credit facility commitment was $390.0 million with unused capacity of $80.2 million. On February 25, 2014, NYRR received $240.0 million of additional commitments to increase the size of its credit facility commitment to $630.0 million. |
• | As of December 11, 2013, NYRR successfully achieved its target equity raise of $1.7 billion and closed the IPO. |
• | On February 27, 2014, NYRR announced its intention to file an application to list its common stock on the New York Stock Exchange under the symbol “NYRT” and anticipates that its common stock will be listed on such exchange during the second quarter 2014. Concurrent with its listing on the New York Stock Exchange, NYRR intends to change its name to New York REIT, Inc. |
The following table reflects the growth in our portfolio for the periods indicated:
December 31, | ||||||
2013 | 2012 | |||||
Number of properties and other real estate-relates assets | 23 | 16 | ||||
Rentable square feet | 3,144,352 | 596,818 | ||||
Occupancy | 94.2 | % | 96.0 | % | ||
AMERICAN REALTY CAPITAL NEW YORK RECOVERY REIT, INC.
CONSOLIDATED SUMMARY BALANCE SHEETS
(In thousands)
December 31, | ||||||||
2013 | 2012 | |||||||
ASSETS | ||||||||
Total real estate investments, net | $ | 1,501,622 | $ | 348,594 | ||||
Cash and cash equivalents | 233,377 | 5,354 | ||||||
Restricted cash | 1,122 | 962 | ||||||
Investment securities, at fair value | 1,048 | — | ||||||
Investments in unconsolidated joint ventures | 234,774 | — | ||||||
Preferred equity investment | 30,000 | — | ||||||
Derivatives, at fair value | 490 | — | ||||||
Receivable for sale of common stock | 11,127 | 1,123 | ||||||
Due from affiliate, net | — | 325 | ||||||
Prepaid expenses and other assets | 21,404 | 4,624 | ||||||
Deferred costs, net | 13,341 | 6,868 | ||||||
Total assets | $ | 2,048,305 | $ | 367,850 | ||||
LIABILITIES AND EQUITY | ||||||||
Mortgage notes payable | $ | 172,716 | $ | 185,569 | ||||
Credit facility | 305,000 | 19,995 | ||||||
Market lease liabilities, net | 73,029 | 6,235 | ||||||
Derivatives, at fair value | 875 | 1,710 | ||||||
Accounts payable and accrued expenses | 30,703 | 10,058 | ||||||
Deferred rent and other liabilities | 7,997 | 866 | ||||||
Distributions payable | 8,726 | 986 | ||||||
Total liabilities | 599,046 | 225,419 | ||||||
Common stock | 1,741 | 199 | ||||||
Additional paid-in capital | 1,533,698 | 164,972 | ||||||
Accumulated other comprehensive loss | (613 | ) | (1,693 | ) | ||||
Accumulated deficit | (86,008 | ) | (22,338 | ) | ||||
Total stockholders' equity | 1,448,818 | 141,140 | ||||||
Non-controlling interests | 441 | 1,291 | ||||||
Total equity | 1,449,259 | 142,431 | ||||||
Total liabilities and equity | $ | 2,048,305 | $ | 367,850 | ||||
AMERICAN REALTY CAPITAL NEW YORK RECOVERY REIT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for share and per share data)
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||
Revenues: | ||||||||||||||||
Rental income | $ | 17,249 | $ | 4,643 | $ | 49,532 | $ | 14,519 | ||||||||
Operating expense reimbursements and other revenue | 3,678 | 302 | 6,355 | 903 | ||||||||||||
Total revenues | 20,927 | 4,945 | 55,887 | 15,422 | ||||||||||||
Operating expenses: | ||||||||||||||||
Property operating | 7,063 | 866 | 14,918 | 2,398 | ||||||||||||
Acquisition and transaction related, net | 12,778 | 3,182 | 17,417 | 6,066 | ||||||||||||
General and administrative | 472 | 77 | 1,019 | 226 | ||||||||||||
Depreciation and amortization | 13,381 | 2,588 | 33,912 | 8,097 | ||||||||||||
Total operating expenses | 33,694 | 6,713 | 67,266 | 16,787 | ||||||||||||
Operating loss | (12,767 | ) | (1,768 | ) | (11,379 | ) | (1,365 | ) | ||||||||
Other expenses: | ||||||||||||||||
Interest expense | (3,084 | ) | (1,532 | ) | (10,673 | ) | (4,994 | ) | ||||||||
Equity in income of unconsolidated joint venture | 2,066 | — | 2,066 | — | ||||||||||||
Income from preferred equity investment and investment securities | 629 | — | 649 | — | ||||||||||||
Interest income | 14 | 1 | 21 | 1 | ||||||||||||
Gain (loss) on derivative instruments | 1 | (14 | ) | 5 | (14 | ) | ||||||||||
Total other expenses | (374 | ) | (1,545 | ) | (7,932 | ) | (5,007 | ) | ||||||||
Net loss | (13,141 | ) | (3,313 | ) | (19,311 | ) | (6,372 | ) | ||||||||
Net loss attributable to non-controlling interests | 10 | 11 | 32 | 33 | ||||||||||||
Net loss attributable to stockholders | $ | (13,131 | ) | $ | (3,302 | ) | $ | (19,279 | ) | $ | (6,339 | ) | ||||
Basic and diluted weighted average common shares outstanding | 141,836,952 | 17,184,855 | 73,074,872 | 12,187,623 | ||||||||||||
Basic and diluted net loss per share attributable to stockholders | $ | (0.09 | ) | $ | (0.19 | ) | $ | (0.26 | ) | $ | (0.52 | ) | ||||
American Realty Capital New York Recovery REIT, Inc.
Non-GAAP Measures – Funds from Operations and Modified Funds from Operations
Funds from Operations and Modified Funds from Operations
Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts ("NAREIT"), an industry trade group, has promulgated a measure known as funds from operations ("FFO"), which we believe to be an appropriate supplemental measure to reflect the operating performance of a real estate investment trust ("REIT"). The use of FFO is recommended by the REIT industry as a supplemental performance measure. FFO is not equivalent to our net income or loss as determined under accounting principles generally accepted in the United States of America ("GAAP").
We define FFO, a non-GAAP measure, consistent with the standards established by the White Paper on FFO approved by the Board of Governors of NAREIT, as revised in February 2004 (the "White Paper"). The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding gains or losses from sales of property and asset impairment write-downs, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO. Our FFO calculation complies with NAREIT's policy described above.
The historical accounting convention used for real estate assets requires depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time, especially if such assets are not adequately maintained or repaired and renovated as required by relevant circumstances or as requested or required by lessees for operational purposes in order to maintain the value disclosed. We believe that, since real estate values historically rise and fall with market conditions, including inflation, interest rates, the business cycle, unemployment and consumer spending, presentations of operating results for a REIT using historical accounting for depreciation may be less informative. Additionally, we believe it is appropriate to disregard impairment charges, as this is a fair value adjustment that is largely based on market fluctuations and assessments regarding general market conditions which can change over time. An asset will only be evaluated for impairment if certain impairment indicators exist and if the carrying, or book value, exceeds the total estimated undiscounted future cash flows (including net rental and lease revenues, net proceeds on the sale of the property, and any other ancillary cash flows at a property or group level under GAAP) from such asset. Investors should note, however, that determinations of whether impairment charges have been incurred are based partly on anticipated operating performance, because estimated undiscounted future cash flows from a property, including estimated future net rental and lease revenues, net proceeds on the sale of the property, and certain other ancillary cash flows, are taken into account in determining whether an impairment charge has been incurred. While impairment charges are excluded from the calculation of FFO as described above, investors are cautioned that due to the fact that impairments are based on estimated undiscounted future cash flows and the relatively limited term of our operations, it could be difficult to recover any impairment charges.
Historical accounting for real estate involves the use of GAAP. Any other method of accounting for real estate such as the fair value method cannot be construed to be any more accurate or relevant than the comparable methodologies of real estate valuation found in GAAP. Nevertheless, we believe that the use of FFO, which excludes the impact of real estate related depreciation and amortization and impairments, provides a more complete understanding of our performance to investors and to management, and when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income. However, FFO and modified funds from operations ("MFFO"), as described below, should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income or in its applicability in evaluating our operating performance. The method utilized to evaluate the value and performance of real estate under GAAP should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP FFO and MFFO measures and the adjustments to GAAP in calculating FFO and MFFO.
Changes in the accounting and reporting promulgations under GAAP (for acquisition fees and expenses from a capitalization/depreciation model to an expensed-as-incurred model) that were put into effect in 2009 and other changes to GAAP accounting for real estate subsequent to the establishment of NAREIT's definition of FFO have prompted an increase in cash-settled expenses, specifically acquisition fees and expenses for all industries as items that are expensed under GAAP, that are typically accounted for as operating expenses. Management believes these fees and expenses do not affect our overall long-term operating performance. Publicly registered, non-listed REITs typically have a significant amount of acquisition activity and are substantially more dynamic during their initial years of investment and operation. We used the proceeds raised in our initial public offering ("IPO") to, among other things, acquire properties, and we intend to begin the process of achieving a liquidity event during the second quarter of 2014 through the listing of our common stock on the New York Stock Exchange. Thus, unless we raise, or recycle, a significant amount of capital in the future, we will not be continuing to purchase assets at the same rate as during our IPO. Due to the above factors and other unique features of publicly registered, non-listed REITs, the Investment Program Association ("IPA"), an industry trade group, has standardized a measure known as MFFO, which the IPA has recommended as a supplemental measure for publicly registered non-listed REITs and which we believe to be another appropriate supplemental measure to reflect the operating performance of a non-listed REIT having the characteristics described above. MFFO is not equivalent to our net income or loss as determined under GAAP, and MFFO may not be a useful measure of the impact of long-term operating performance on value if we purchase a significant amount of new assets. We believe that, because MFFO excludes costs that we consider more reflective of investing activities and other non-operating items included in FFO and also excludes acquisition fees and expenses that affect our operations only in periods in which properties are acquired, MFFO can provide, on a going forward basis, an indication of the sustainability (that is, the capacity to continue to be maintained) of our operating performance after the period in which we are acquiring our properties and once our portfolio is stabilized. By providing MFFO, we believe we are presenting useful information that assists investors and analysts to better assess the sustainability of our operating performance now that our IPO has been completed and our portfolio has been stabilized. We also believe that MFFO is a recognized measure of sustainable operating performance by the non-listed REIT industry. Further, as discussed in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, we believe MFFO is useful in comparing the sustainability of our operating performance after our IPO and acquisitions are completed with the sustainability of the operating performance of other real estate companies that are not as involved in acquisition activities.
We define MFFO, a non-GAAP measure, consistent with the IPA's Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations, "Practice Guideline," issued by the IPA in November 2010. The Practice Guideline defines MFFO as FFO further adjusted for the following items, as applicable, included in the determination of GAAP net income: acquisition fees and expenses; amounts relating to deferred rent receivables and amortization of above and below market leases and liabilities (which are adjusted in order to reflect such payments from a GAAP accrual basis to a cash basis of disclosing the rent and lease payments); accretion of discounts and amortization of premiums on debt investments; mark-to-market adjustments included in net income; gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis. The accretion of discounts and amortization of premiums on debt investments, unrealized gains and losses on hedges, foreign exchange, derivatives or securities holdings, unrealized gains and losses resulting from consolidations, as well as other listed cash flow adjustments are adjustments made to net income in calculating the cash flows provided by operating activities and, in some cases, reflect gains or losses which are unrealized and may not ultimately be realized. While we are responsible for managing interest rate, hedge and foreign exchange risk, we do retain an outside consultant to review all our hedging agreements. Inasmuch as interest rate hedges are not a fundamental part of our operations, we believe it is appropriate to exclude such gains and losses in calculating MFFO, as such gains and losses are not reflective of ongoing operations.
Our MFFO calculation complies with the IPA's Practice Guideline described above. In calculating MFFO, we exclude acquisition related expenses, amortization of above and below market leases, fair value adjustments of derivative financial instruments, deferred rent receivables and the adjustments of such items related to non-controlling interests. Under GAAP, acquisition fees and expenses are characterized as operating expenses in determining operating net income. These expenses are paid in cash by us, and therefore such funds will not be available to distribute to investors. All paid and accrued acquisition fees and expenses negatively impact our operating performance during the period in which properties are acquired and will have negative effects on returns to investors, the potential for future distributions, and cash flows generated by us, unless earnings from operations or net sales proceeds from the disposition of other properties are generated to cover the purchase price of the property, these fees and expenses and other costs related to such property. Therefore, MFFO may not be an accurate indicator of our operating performance, especially during periods in which properties are being acquired. MFFO that excludes such costs and expenses would only be comparable to that of non-listed REITs that have completed their acquisition activities and have similar operating characteristics as us. Further, under GAAP, certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net income in determining cash flow from operating activities. In addition, we view fair value adjustments of derivatives as items which are unrealized and may not ultimately be realized. We view both gains and losses from dispositions of assets and fair value adjustments of derivatives as items which are not reflective of ongoing operations and are therefore typically adjusted for when assessing operating performance. The purchase of properties, and the corresponding expenses associated with that process, has been a key operational feature of our business plan to generate operational income and cash flows in order to make distributions to investors. Because our IPO is completed, in the absence of a new capital raise, acquisition fees and expenses will now be paid from either additional debt, operational earnings or cash flows, net proceeds from the sale of properties or from ancillary cash flows.
Our management uses MFFO and the adjustments used to calculate it in order to evaluate our performance against other non-listed REITs. We believe that our use of MFFO and the adjustments used to calculate it allow us to present our performance in a manner that reflects certain characteristics that are unique to non-listed REITs, such as a limited and defined acquisition period. By excluding expensed acquisition costs, the use of MFFO provides information consistent with management's analysis of the operating performance of the properties. Additionally, fair value adjustments, which are based on the impact of current market fluctuations and underlying assessments of general market conditions, but can also result from operational factors such as rental and occupancy rates, may not be directly related or attributable to our current operating performance. By excluding such changes that may reflect anticipated and unrealized gains or losses, we believe MFFO provides useful supplemental information.
Presentation of this information is intended to provide useful information to investors as they compare the operating performance of different REITs, although it should be noted that not all REITs calculate FFO and MFFO the same way. Accordingly, comparisons with other REITs may not be meaningful. Furthermore, FFO and MFFO are not necessarily indicative of cash flow available to fund cash needs and should not be considered as an alternative to net income (loss) or income (loss) from continuing operations as an indication of our performance, as an alternative to cash flows from operations as an indication of our liquidity, or indicative of funds available to fund our cash needs including our ability to make distributions to our stockholders. FFO and MFFO should be reviewed in conjunction with GAAP measurements as an indication of our performance.
Neither the SEC, NAREIT nor any other regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate FFO or MFFO. In the future, the SEC, NAREIT or another regulatory body may decide to standardize the allowable adjustments across the non-listed REIT industry and we would have to adjust our calculation and characterization of FFO or MFFO.
The table below reflects the items deducted from or added to net loss in our calculation of FFO and MFFO during the period presented. The table reflects MFFO in the IPA recommended format and MFFO without the straight-line rent adjustment which management also uses as a performance measure. Items are presented net of non-controlling interest portions where applicable.
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
(In thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Net loss attributable to stockholders (in accordance with GAAP) | $ | (13,131 | ) | $ | (3,302 | ) | $ | (19,279 | ) | $ | (6,339 | ) | ||||
Depreciation and amortization attributable to stockholders | 15,298 | 2,547 | 35,710 | 7,993 | ||||||||||||
FFO | 2,167 | (755 | ) | 16,431 | 1,654 | |||||||||||
Acquisition fees and expenses(1) | 12,778 | 3,181 | 17,417 | 6,033 | ||||||||||||
Amortization of above or accretion of below market intangibles, net(2) | (1,320 | ) | (109 | ) | (2,678 | ) | (427 | ) | ||||||||
Mark-to-market adjustments(3) | — | 13 | (4 | ) | 14 | |||||||||||
Losses from the extinguishment of debts | — | — | 39 | — | ||||||||||||
MFFO | 13,625 | 2,330 | 31,205 | 7,274 | ||||||||||||
Straight-line rent(4) | (3,241 | ) | (433 | ) | (9,236 | ) | (1,558 | ) | ||||||||
MFFO - IPA recommended format | $ | 10,384 | $ | 1,897 | $ | 21,969 | $ | 5,716 | ||||||||
______________________________
(1) The purchase of properties, and the corresponding expenses associated with that process, is a key operational feature of our business plan to generate operational income and cash flows in order to make distributions to investors. In evaluating investments in real estate, management differentiates the costs to acquire the investment from the operations derived from the investment. Such information would be comparable only for non-listed REITs that have completed their acquisition activity and have other similar operating characteristics. By excluding expensed acquisition costs, management believes MFFO provides useful supplemental information that is comparable for each type of real estate investment and is consistent with management's analysis of the investing and operating performance of our properties. Acquisition fees and expenses include payments to our Advisor or third parties. Acquisition fees and expenses under GAAP are considered operating expenses and as expenses included in the determination of net income and income from continuing operations, both of which are performance measures under GAAP. Such fees and expenses are paid in cash, and therefore such funds will not be available to distribute to investors. Such fees and expenses negatively impact our operating performance during the period in which properties are being acquired. Therefore, MFFO may not be an accurate indicator of our operating performance, especially during periods in which properties are being acquired. All paid and accrued acquisition fees and expenses will have negative effects on returns to investors, the potential for future distributions, and cash flows generated by us, unless earnings from operations or net sales proceeds from the disposition of properties are generated to cover the purchase price of the property, these fees and expenses and other costs related to the property. Acquisition fees and expenses will need to be paid from either additional debt, operational earnings or cash flows, net proceeds from the sale of properties or from ancillary cash flows.
(2) | Under GAAP, certain intangibles are accounted for at cost and reviewed at least annually for impairment, and certain intangibles are assumed to diminish predictably in value over time and amortized, similar to depreciation and amortization of other real estate related assets that are excluded from FFO. However, because real estate values and market lease rates historically rise or fall with market conditions, management believes that by excluding charges relating to amortization of these intangibles, MFFO provides useful supplemental information on the performance of the real estate. |
(3) | Management believes that adjusting for mark-to-market adjustments is appropriate because they may not be reflective of ongoing operations and reflect unrealized impacts on value based only on then-current market conditions, although they may be based upon current operational issues related to an individual property or industry or general market conditions. Mark-to-market adjustments are made for items such as ineffective derivative instruments, certain marketable securities and any other items that GAAP requires we make a mark-to-market adjustment for. The need to reflect mark-to-market adjustments is a continuous process and is analyzed on a quarterly or annual basis in accordance with GAAP. |
(4) | Under GAAP, rental receipts are allocated to periods using various methodologies. This may result in income recognition that is significantly different than underlying contract terms. By adjusting for these items (to reflect such payments from a GAAP accrual basis to a cash basis of disclosing the rent and lease payments), MFFO provides useful supplemental information on the realized economic impact of lease terms and debt investments, providing insight on the contractual cash flows of such lease terms and debt investments, and aligns results with management's analysis of operating performance. |
About NYRR
NYRR is a publicly registered, non-traded REIT that qualified as a REIT for tax purposes beginning in the taxable year ended December 31, 2010.
Forward Looking Statements
The statements in this press release that are not historical facts may be forward-looking statements. These forward-looking statements involve substantial risks and uncertainties. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements NYRR makes. Forward-looking statements may include, but are not limited to, statements regarding stockholder liquidity and investment value and returns. The words "anticipates," "believes," "expects," "estimates," "projects," "plans," "intends," "may," "will," "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Factors that might cause such differences include, but are not limited to: the impact of current and future regulation; the impact of credit rating changes; the effects of competition; the ability to attract, develop and retain executives and other qualified employees; changes in general economic or market conditions; and other factors, many of which are beyond our control, including other factors included in our reports filed with the SEC, particularly in the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of NYRR's latest Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, each as filed with the SEC, as such Risk Factors may be updated from time to time in subsequent reports. NYRR does not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
CONTACT
Anthony J. DeFazio DDCworks tdefazio@ddcworks.com Ph: (484-342-3600) | Nicholas A. Radesca, CFO American Realty Capital New York Recovery REIT, Inc. nradesca@arlcap.com Ph: (212-415-6500) | |