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8-K - 8-K - NORTHSTAR REALTY FINANCE CORP.a14-12390_18k.htm

Exhibit 99.1

 

 

NORTHSTAR REALTY FINANCE

ANNOUNCES FIRST QUARTER 2014 RESULTS

 

First Quarter 2014 Highlights

 

·                  Cash available for distribution (“CAD”) of $0.28 per share.

 

·                  First quarter 2014 cash dividend of $0.25 per common share.

 

·                  Committed to $2.7 billion of investments year-to-date, representing $980 million of equity, including:

 

·                  Entered into an agreement to acquire a minority interest in Aerium Group (“Aerium”), an experienced pan-European real estate investment manager with €6.2 billion of assets under management; and

 

·                  Entered into an agreement to acquire a $1.0 billion hotel portfolio with Chatham Lodging Trust (NYSE: CLDT), consisting of 47 upscale extended stay hotels and premium branded select service hotels (the “Innkeepers Portfolio”).

 

·                  Raised total capital of $1.5 billion in our non-traded REIT business, including $234 million year-to-date.

 

NEW YORK, NY, May 9, 2014 - NorthStar Realty Finance Corp. (NYSE: NRF) today announced its results for the first quarter 2014.

 

First Quarter 2014 Results

 

NorthStar reported CAD for the first quarter 2014 of $91.5 million, or $0.28 per share. Net loss to common stockholders for the first quarter 2014 was $(135.0) million, or $(0.42) per diluted share, compared with net income to common stockholders of $36.6 million, or $0.20 per diluted share for the first quarter 2013. First quarter 2014 net loss includes $(135.2) million of non-cash fair value adjustments primarily related to an increase in the fair value of our consolidated CDO liabilities, compared to $30.3 million of non-cash fair value adjustments for the first quarter 2013. These non-cash fair value adjustments are excluded from CAD.

 

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

 

David T. Hamamoto, chairman and chief executive officer, commented, “Building upon the strong momentum we achieved during 2013, we remain focused on making compelling investments for our shareholders and growing our asset management business.  To that end, we are enthusiastic about both the acquisition of the Innkeepers Portfolio and the start of a broader strategic relationship with the teams at Chatham Lodging and Island Hospitality.  Having spent a substantial portion of my career in and around the hotel industry, I believe that this investment, and the extended stay and select service space generally, will provide strong risk-adjusted returns, particularly as the broader economy continues to gain momentum.”

 

Mr. Hamamoto continued, “We remain on target to complete the spin-off of NSAM in the second quarter and are increasingly excited about the significant growth opportunities for our asset management business, including our expansion into Europe, which began with our agreement to invest in Aerium. We are already evaluating an extensive amount of equity, debt and opportunistic investment opportunities in Europe with the experienced and talented team at Aerium, which we expect to be substantially additive to NorthStar and NSAM following the spin-off.”

 

Mr. Hamamoto added, “Our solid first quarter financial performance does not fully reflect the earnings power of our investment portfolio, including the $1.1 billion healthcare acquisition which closed earlier this week. We look forward to powerful CAD growth in the coming quarters.”

 

1



 

Investments

 

Real Estate

 

Subsequent to the first quarter 2014, NorthStar completed the acquisition of a $1.1 billion healthcare real estate portfolio comprised of over 8,500 beds diversified across assisted living and skilled nursing facilities, which was financed with six separate non-recourse mortgages in the aggregate amount of $646 million at a weighted average current interest rate of 4.31% and weighted average final maturity of five years.  NorthStar expects to earn a weighted average initial current yield of approximately 12% on its $358 million of invested equity.

 

Subsequent to the first quarter 2014, NorthStar entered into an agreement to acquire a $1.0 billion hotel portfolio consisting of 47 upscale extended stay hotels and premium branded select service hotels with approximately 6,100 rooms (the “Innkeepers Portfolio”). The Innkeepers Portfolio is a geographically diverse, bi-coastal portfolio located primarily in top metropolitan markets, with the largest concentration of net operating income from hotels in California.  Eighty-three percent of the Innkeepers Portfolio is affiliated with Marriott or Hilton.  NorthStar is acquiring the Innkeepers Portfolio through a joint venture with Chatham Lodging Trust (NYSE: CLDT) (“Chatham”) where NorthStar will contribute approximately $213 million of equity for an approximate 90% ownership interest and Chatham will retain its existing 10% minority interest in the Innkeepers Portfolio. The Innkeepers Portfolio will continue to be managed by Island Hospitality.  NorthStar expects to earn an initial current yield of approximately 18% on its invested equity.

 

Subsequent to the first quarter 2014, NorthStar entered into an agreement to invest $167 million of preferred and common equity in an approximately $406 million, 6.3 million square foot industrial portfolio that is 100% net-leased with a remaining weighted average lease term of over 12 years (the “Industrial Portfolio”).  As part of this investment, NorthStar will have an approximate 50% ownership interest in the Industrial Portfolio, which consists of 39 properties across 17 states with the largest concentration of net operating income from properties in California. NorthStar expects to earn an initial current yield of approximately 12% on its invested equity.

 

Real Estate Loans

 

During the first quarter 2014, NorthStar originated four commercial real estate loans with a $125 million aggregate principal amount and expects to generate a weighted average initial current yield on its invested equity of approximately 16%.

 

Subsequent to the first quarter 2014, NorthStar originated two commercial real estate loans with a $51 million aggregate principal amount and expects to generate a weighted average initial current yield on its invested equity of approximately 17%.

 

Strategic Investments

 

In connection with NorthStar’s business strategy of growing its asset management business and expanding into international markets, NorthStar entered into an agreement to acquire a minority interest in Aerium Group (“Aerium”) for €50 million (the “Aerium GP Interest”) and expects to enter a joint venture with Aerium to evaluate and source real estate investments across Europe, including commercial real estate acquisitions, loan originations and acquisitions, and other opportunistic investments. Aerium, established in 1988, is a pan-European real estate investment manager specializing in commercial real estate properties and is headquartered in Luxembourg with additional offices in London, Paris, Istanbul, Geneva, Dusseldorf and Bahrain. Aerium currently manages approximately €6.2 billion of real estate assets across 12 countries and employs over 180 professionals, some of whom will be providing services to NSAM following the spin-off as part of the acquisition of the Aerium GP Interest.  In connection with this investment, the base management fee paid to NSAM following the spin-off will be increased by the greater of: (i) $10 million per year; and (ii) the distributable cash flow related to the Aerium GP Interest.

 

Investment Portfolio

 

NorthStar’s assets under management, including assets of deconsolidated debt CDOs, totaled approximately $12.0 billion as of March 31, 2014, including investments that NorthStar acquired or entered into an agreement to acquire subsequent to the first quarter 2014.

 

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.

 

2



 

NorthStar Asset Management Group Inc. (“NSAM”)

 

On December 10, 2013, NorthStar announced that its board of directors unanimously approved a plan to spin-off its asset management business into a separate publicly-traded company in the form of a tax-free distribution. NSAM will: (i) manage NorthStar through a new management contract pursuant to the terms described below; (ii) manage NorthStar’s sponsored non-traded REITs; (iii) own NorthStar’s captive broker-dealer, NorthStar Realty Securities, LLC, and (iv) own NorthStar’s special servicing business. The spin-off is expected to be completed near or around the end of the second quarter of 2014.

 

(I)                NorthStar Management Contract Details:

 

Annual Base Management Fee - Calculated through May 9, 2014:

 

($ in millions)

 

Annual Amount

 

 

 

 

 

Initial base fee

 

$

100

 

1.5% of common equity issued in December 2013

 

10

 

1.5% of common equity issued from conversions of exchangeable notes subsequent to December 10, 2013

 

7

 

RXR Realty (minimum annual amount)

 

10

 

Aerium GP Interest (minimum annual amount)

 

10

 

Total Annual Initial Base Management Fee

 

$

137

 

 

Plus, after May 9, 2014:

 

(a)         1.5% per annum of the sum of:

 

·                  cumulative net proceeds of all future common and preferred equity issued by NorthStar;

 

·                  equity issued in exchange or conversion of exchangeable notes based on the stock price at the time of issuance;

 

·                  any other issuances of common equity, preferred equity or other forms of equity, including but not limited to units in an operating partnership; and

 

·                  cumulative CAD in excess of cumulative distributions paid on common stock or equity awards beginning the first full calendar quarter after completion of the spin-off.

 

(b)         the portion of distributable cash flow from NorthStar’s equity interest related to the asset management business of RXR Realty in excess of the $10 million minimum annual amount.

 

(c)          the distributable cash flow from NorthStar’s equity interest in the Aerium GP Interest in excess of the $10 million minimum annual amount.

 

Incentive Fee:

 

NSAM is entitled to an incentive fee, calculated and payable quarterly in arrears in cash, equal to:

 

·                  the product of (a) 15% and (b) CAD before such incentive fee, divided by the weighted average shares outstanding for the calendar quarter, when such amount is in excess of $0.195 per share but less than $0.225 per share; plus

 

·                  the product of (a) 25% and (b) CAD before such incentive fee, divided by the weighted average shares outstanding for the calendar quarter, when such amount is equal to or in excess of $0.225 per share;

 

·                  multiplied by the weighted average shares outstanding for the calendar quarter.

 

In addition, NSAM will earn incentive fees from NorthStar’s healthcare investments in connection with the long-term partnership with James F. Flaherty III, the former Chairman and Chief Executive Officer of HCP, Inc., that was announced in January 2014.

 

3



 

Additional NorthStar Management Contract Details:

 

·                  20-year initial term of management agreement that is only terminable for “cause.”

 

·                  If NorthStar were to spin-off additional businesses in the future, the management agreement is expected to provide that such businesses would be managed by NSAM consistent with the terms of the management agreement.

 

·                  The incentive fee will be appropriately adjusted from time to time to take into consideration the effect of any stock split, reverse stock split or stock dividend, including the 1-for-2 reverse stock split of NorthStar common stock that NorthStar expects to effect in connection with and immediately prior to the consideration of the spin-off.

 

(II)      Non-traded REIT Management Contract Details(1):

 

 

 

NorthStar

 

NorthStar

 

NorthStar

 

 

Income

 

Healthcare

 

Income II

 

 

 

 

 

 

 

Offering Amount

 

$1.1 billion

 

$1.1 billion

 

$1.65 billion

 

 

 

 

 

 

 

Asset Management and Other Fees:

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset Management Fees

 

1.25% of Gross Assets

 

1.00% of Gross Assets

 

1.25% of Gross Assets

 

 

 

 

 

 

 

Acquisition Fees

 

1.00% of Investments

 

1.00% of Investments (2.25% for Real Estate Properties)

 

1.00% of Investments

 

 

 

 

 

 

 

Disposition Fees

 

1.00% of Sales Price

 

1.00% of Sales Price (2.00% for Real Estate Properties)

 

1.00% of Sales Price

 

 

 

 

 

 

 

Incentive Fee

 

15% of net cash flows after an 8% return

 

15% of net cash flows after a 6.75% return

 

15% of net cash flows after a 7% return

 

 

 

 

 

 

 

Expense Reimbursement:

 

 

 

 

 

 

Operating costs

 

Greater of 2.0% of its average invested assets or 25.0% of its net income (net of 1.25% asset management fee)

 

Greater of 2.0% of its average invested assets or 25.0% of its net income (net of 1.00% asset management fee)

 

Greater of 2.0% of its average invested assets or 25.0% of its net income (net of 1.25% asset management fee)

 


(1) On March 31, 2014, NorthStar/RXR New York Metro confidentially submitted a registration statement on Form S-11 to the SEC, seeking to raise $2.0 billion in a public offering of common stock for a public, non-traded corporation that intends to qualify as a REIT and is co-sponsored by NSAM and RXR Realty. The public offering period is expected to commence upon its registration statement being declared effective with the SEC.

 

This information does not constitute an offer of any securities for sale.

 

Non-traded REITs

 

Year-to-date, NorthStar made an aggregate of approximately $518 million of investments and raised $234 million on behalf of NorthStar’s sponsored non-traded REITs.

 

4



 

NorthStar Realty Securities, LLC currently has total signed selling agreements, on behalf of NorthStar Healthcare Income, Inc. (“NorthStar Healthcare”), with broker-dealers covering more than 90,000 registered representatives and on behalf of NorthStar Real Estate Income II, Inc. (“NorthStar Income II”), with broker-dealers covering more than 106,000 registered representatives.  NSAM 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 first quarter 2014, NorthStar earned $8.7 million of fees from its management of its sponsored non-traded REITs.  In addition, during the first quarter 2014, NorthStar received collateral management and other fees from its CDOs of $2.5 million.

 

Liquidity, Financing and Capital Markets Highlights

 

As of May 7, 2014, unrestricted cash was approximately $140 million.

 

In January 2014, NorthStar issued 1.6 million shares of common stock in connection with the exchange of $10 million principal amount of 8.875% notes and 14.1 million shares of common stock in connection with the exchange of $137 million principal amount of 5.375% notes.

 

In March 2014, NorthStar completed an offering to exchange $172.5 million principal amount of its 7.50% exchangeable senior notes for $481 million principal amount of its newly issued 3.00% senior notes due September 30, 2014, which can be settled in either cash or stock, at NorthStar’s election.

 

Subsequent to the first quarter 2014, NorthStar issued 5.5 million shares of common stock in connection with the exchange of $54 million principal amount of 5.375% notes.

 

Portfolio Management

 

As of March 31, 2014, 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.

 

As of March 31, 2014, NorthStar’s healthcare portfolio that was leased to third-party operators was 100% leased with weighted average lease coverage of 1.2x and an 8.0 year weighted average remaining lease term, including the $1.1 billion healthcare real estate portfolio NorthStar acquired in May 2014.  As of March 31, 2014, NorthStar’s portfolio of manufactured housing communities was 87% occupied.  As of March 31, 2014, NorthStar’s net lease portfolio was 99% leased with a 8.7 year weighted average remaining lease term, including the $406 million industrial portfolio NorthStar entered into an agreement to invest in subsequent to the first quarter 2014.  For additional details regarding NorthStar’s real estate portfolio, please refer to the tables on the following pages.

 

During the first quarter 2014, NorthStar deconsolidated N-Star CDO V and NorthStar expects to deconsolidate N-Star CDOs III and IX during the second or third quarter 2014.

 

Stockholders’ Equity

 

As of March 31, 2014, NorthStar had 338,217,142 total common shares, LTIP units, deferred LTIP units and RSUs not subject to performance hurdles, outstanding and $5 million of non-controlling interests related to its operating partnership.

 

Common Dividend Announcement

 

On May 7, 2014, NorthStar announced that its Board of Directors declared a cash dividend of $0.25 per share of common stock, payable with respect to the quarter ended March 31, 2014.  The dividend is expected to be paid on May 23, 2014 to shareholders of record as of the close of business on May 19, 2014. The Company’s common shares will begin trading ex-dividend on May 15, 2014.

 

5



 

Earnings Conference Call

 

NorthStar will hold a conference call to discuss first quarter 2014 financial results on May 9, 2014, at 9:00 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 877-941-0843, or for international callers, by dialing 480-629-9866.

 

A replay of the call will be available one hour after the call through Friday, May 16, 2014 by dialing 800-406-7325 or, for international callers, 303-590-3030, using pass code 4681967.

 

About NorthStar Realty Finance Corp.

 

NorthStar Realty Finance Corp. is a diversified commercial real estate investment and asset management company that is organized as a REIT. NorthStar recently announced a plan to spin-off its asset management business into a separate public company. For more information about NorthStar Realty Finance Corp., please visit www.nrfc.com.

 

6



 

NorthStar Realty Finance Corp.

Consolidated Statements of Operations (Unaudited)

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

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2014

 

2013

 

Net interest income

 

 

 

 

 

Interest income

 

$

78,679

 

$

70,335

 

Interest expense on debt and securities

 

3,283

 

11,397

 

Net interest income on debt and securities

 

75,396

 

58,938

 

 

 

 

 

 

 

Other revenues

 

 

 

 

 

Rental and escalation income

 

68,425

 

37,936

 

Selling commissions and dealer manager fees, related parties

 

14,548

 

16,940

 

Asset management and other fees, related parties

 

9,485

 

4,508

 

Other revenue

 

1,789

 

452

 

Total other revenues

 

94,247

 

59,836

 

Expenses

 

 

 

 

 

Other interest expense

 

39,033

 

25,780

 

Real estate properties — operating expenses

 

21,958

 

8,665

 

Commission expense

 

13,560

 

15,369

 

Other expenses

 

776

 

1,254

 

Transaction costs

 

8,110

 

3,753

 

Provision for loan losses, net

 

1,886

 

2,336

 

General and administrative expenses

 

 

 

 

 

Salaries and equity-based compensation (1)

 

20,863

 

18,330

 

Other general and administrative expenses

 

6,425

 

5,026

 

Total general and administrative expenses

 

27,288

 

23,356

 

Depreciation and amortization

 

27,049

 

14,705

 

Total expenses

 

139,660

 

95,218

 

Income (loss) from operations

 

29,983

 

23,556

 

Equity in earnings (losses) of unconsolidated ventures

 

31,792

 

8,313

 

Unrealized gain (loss) on investments and other

 

(141,951

)

13,585

 

Realized gain (loss) on investments and other

 

(45,901

)

4,082

 

Gain (loss) from deconsolidation of N-Star CDOs

 

3,355

 

 

Income (loss) from continuing operations

 

(122,722

)

49,536

 

Income (loss) from discontinued operations

 

(384

)

160

 

Net income (loss)

 

(123,106

)

49,696

 

Net (income) loss attributable to non-controlling interests

 

3,736

 

(1,733

)

Preferred stock dividends

 

(15,591

)

(11,341

)

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

 

$

(134,961

)

$

36,622

 

 

 

 

 

 

 

Earnings (loss) per share:

 

 

 

 

 

Basic

 

$

(0.42

)

$

0.21

 

Diluted

 

$

(0.42

)

$

0.20

 

 

 

 

 

 

 

Weighted average number of shares:

 

 

 

 

 

Basic

 

321,029,179

 

176,675,176

 

Diluted

 

329,598,637

 

188,214,116

 

 

 

 

 

 

 

Dividends declared per share of common stock

 

$

0.25

 

$

0.19

 

 


(1)                       The three months ended March 31, 2014 and 2013 include $9.6 million and $6.0 million, respectively, of equity-based compensation expense.

 

7



 

NorthStar Realty Finance Corp.

Consolidated Balance Sheets

($ in thousands, except share data)

 

 

 

March 31,

 

December 31,

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$

504,127

 

$

635,990

 

Restricted cash

 

164,378

 

166,487

 

Operating real estate, net

 

2,327,914

 

2,370,183

 

Real estate debt investments, net

 

1,158,058

 

1,031,078

 

Investments in private equity funds, at fair value

 

571,903

 

586,018

 

Investments in and advances to unconsolidated ventures

 

144,282

 

142,340

 

Real estate securities, available for sale

 

978,381

 

1,052,320

 

Receivables

 

30,963

 

59,895

 

Receivables, related parties

 

29,169

 

25,262

 

Unbilled rent receivable

 

15,153

 

15,006

 

Derivative assets, at fair value

 

1,925

 

3,469

 

Deferred costs and intangible assets, net

 

96,666

 

96,886

 

Assets of properties held for sale

 

52,621

 

30,063

 

Other assets

 

137,278

 

145,053

 

Total assets(1)

 

$

6,212,818

 

$

6,360,050

 

Liabilities

 

 

 

 

 

Mortgage and other notes payable

 

$

2,110,623

 

$

2,113,334

 

CDO bonds payable, at fair value

 

419,253

 

384,183

 

Securitization bonds payable

 

82,367

 

82,340

 

Credit facilities

 

62,030

 

70,038

 

Senior notes

 

481,118

 

 

Exchangeable senior notes

 

198,000

 

490,973

 

Junior subordinated notes, at fair value

 

213,200

 

201,203

 

Accounts payable and accrued expenses

 

73,591

 

74,547

 

Escrow deposits payable

 

104,421

 

90,929

 

Derivative liabilities, at fair value

 

30,717

 

52,204

 

Liabilities of properties held for sale

 

28,962

 

28,962

 

Other liabilities

 

73,732

 

73,874

 

Total liabilities(2)

 

3,878,014

 

3,662,587

 

Commitments and contingencies

 

 

 

 

 

Equity

 

 

 

 

 

NorthStar Realty Finance Corp. Stockholders’ Equity

 

 

 

 

 

Preferred stock, $736,640 aggregate liquidation preference as of March 31, 2014 and December 31, 2013, respectively

 

697,352

 

697,352

 

Common stock, $0.01 par value, 500,000,000 shares authorized, 327,026,653 and 308,806,828 shares issued and outstanding as of March 31, 2014 and December 31, 2013, respectively

 

3,270

 

3,088

 

Additional paid-in capital

 

2,501,249

 

2,647,906

 

Retained earnings (accumulated deficit)

 

(902,619

)

(685,936

)

Accumulated other comprehensive income (loss)

 

4,152

 

(4,334

)

Total NorthStar Realty Finance Corp. stockholders’ equity

 

2,303,404

 

2,658,076

 

Non-controlling interests

 

31,400

 

39,387

 

Total equity

 

2,334,804

 

2,697,463

 

Total liabilities and equity

 

$

6,212,818

 

$

6,360,050

 

 


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

 

 

 

 

 

Restricted cash

 

$

9,092

 

$

24,411

 

Operating real estate, net

 

4,920

 

4,945

 

Real estate debt investments, net

 

43,542

 

44,298

 

Real estate securities, available for sale

 

559,447

 

644,015

 

Receivables

 

3,436

 

4,476

 

Other assets

 

1,560

 

269

 

Total assets of consolidated VIEs

 

$

621,997

 

$

722,414

 

 

 

 

 

 

 

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

 

 

 

 

 

CDO bonds payable

 

$

419,253

 

$

384,183

 

Accounts payable and accrued expenses

 

2,313

 

2,686

 

Derivative liabilities, at fair value

 

30,717

 

52,204

 

Other liabilities

 

2,713

 

2,993

 

Total liabilities of consolidated VIEs

 

$

454,996

 

$

442,066

 

 

8



 

Non-GAAP Financial Measure

 

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

 

Cash Available for Distribution (CAD)

 

CAD is a non-GAAP financial measure. We believe that CAD provides investors and management with a meaningful indicator of operating performance. Management also uses CAD, among other measures, to evaluate profitability. We also believe that CAD is useful because it adjusts for a variety of non-cash items (such as depreciation and amortization, equity-based compensation, realized gain (loss) on investments, provision for (reversal of) loan losses and non-cash interest income and expense items). Furthermore, CAD adjusts N-Star CDO bond discounts to record such investments on an effective yield basis over the expected weighted average life of the investment.  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. Management also believes that quarterly distributions are principally based on operating performance and our board of directors includes CAD as one of several metrics it reviews to determine quarterly distributions to stockholders.

 

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

 

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

 

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.

 

The following table presents a reconciliation of CAD to net income (loss) attributable to common stockholders for the three months ended March 31, 2014 (dollars in thousands):

 

9



 

Reconciliation of Cash Available for Distribution

(Amount in thousands except per share data)

 

 

 

Three Months Ended

 

 

 

March 31, 2014

 

 

 

 

 

Net income (loss) attributable to common stockholders

 

$

(134,961

)

Non-controlling interests attributable to the Operating Partnership

 

(3,596

)

(Gain) loss from deconsolidation of N-Star CDOs

 

(3,355

)

Subtotal

 

(141,912

)

 

 

 

 

Adjustments:

 

 

 

Depreciation and amortization items(1)

 

41,749

 

N-Star CDO bond discounts(2)

 

4,457

 

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

 

(8,042

)

Unrealized (gain) loss from fair value adjustments / Provision for (reversal of) loan losses

 

137,101

 

Realized (gain) loss on investments(3)

 

45,901

 

Distributions to joint venture partners

 

(673

)

Other (4)

 

12,875

 

CAD

 

$

91,456

 

 

 

 

 

CAD per share (5)

 

$

0.28

 

 


(1)         The three months ended March 31, 2014 includes depreciation and amortization of $27.5 million including $0.5 million related to unconsolidated ventures, straight-line rental income of $(0.3) million, amortization of above/below market leases of $(0.3) million, amortization of deferred financing costs of $1.6 million, amortization of discount on financings and other of $3.6 million and amortization of equity based compensation of $9.6 million.

 

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

 

(3)         The three months ended March 31, 2014 includes $37.8 million of non-cash loss from extinguishment and exchange of debt.

 

(4)         The three months ended March 31, 2014 includes transaction costs in connection with real estate related acquisitions of $8.1 million and $4.8 million of cash flow related to N-Star CDO equity interests.

 

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

 

10



 

NorthStar Assets Under Management as of March 31, 2014

($ in thousands)

 

 

 

Amount (1)(2)

 

%

 

 

 

 

 

 

 

Real Estate

 

 

 

 

 

Healthcare (3)

 

$

1,629,322

 

13.5

%

Manufactured housing communities

 

1,486,102

 

12.3

%

Hotel (4)

 

996,000

 

8.3

%

Private equity fund investments

 

858,166

 

7.1

%

Net lease (5)

 

781,386

 

6.5

%

Multifamily

 

367,787

 

3.1

%

RXR Equity Interest

 

85,690

 

0.7

%

Total real estate

 

6,204,453

 

51.5

%

 

 

 

 

 

 

CRE Debt

 

 

 

 

 

First mortgage loans

 

502,567

 

4.2

%

Mezzanine loans

 

163,798

 

1.4

%

Subordinate interests

 

248,124

 

2.1

%

Term loans

 

231,864

 

1.9

%

Subtotal

 

1,146,353

 

9.6

%

CRE Debt of N-Star CDOs

 

56,555

 

0.5

%

Other (6)

 

43,361

 

0.4

%

Total CRE debt

 

1,246,269

 

10.5

%

 

 

 

 

 

 

Asset Management (7)

 

 

 

 

 

NorthStar Income

 

1,770,960

 

14.7

%

NorthStar Healthcare

 

246,289

 

2.0

%

NorthStar Income II

 

153,318

 

1.3

%

Total asset management

 

2,170,567

 

18.0

%

 

 

 

 

 

 

CRE Securities

 

 

 

 

 

N-Star CDO bonds (8)

 

610,514

 

5.1

%

N-Star CDO equity

 

154,540

 

1.3

%

CMBS and other securities

 

103,255

 

0.9

%

Total CRE securities

 

868,309

 

7.3

%

 

 

 

 

 

 

Subtotal

 

10,489,598

 

87.2

%

Assets Underlying Deconsolidated CRE Debt CDOs (9)

 

1,553,794

 

12.8

%

Grand total

 

$

12,043,392

 

100.0

%

 


(1) Includes assets of deconsolidated collateralized debt obligations, or CDOs, referred to as N-Star CDOs.

(2) Based on cost for real estate investments which includes net purchase price allocation related to net intangibles and other assets and liabilities, fair value for our investments in joint ventures owning limited partnership interests in real estate private equity funds, or PE Investments, and includes the deferred purchase price for PE Investment II, principal amount for our CRE debt and securities investments and fair value for N-Star CDO equity.

(3) Includes the $1.1 billion healthcare real estate portfolio acquired in May 2014.

(4) Includes the $996 million hotel portfolio NorthStar entered into an agreement to acquire subsequent to the first quarter 2014, inclusive of estimated closing costs.

(5) Includes $406 million industrial portfolio for which we entered into an agreement to invest in subsequent to the first quarter 2014.

(6) Primarily relates to certain CRE debt investments accounted for as joint ventures.

(7) Based on consolidated total assets.

(8) Includes an aggregate $102 million principal amount of N-Star CDO bonds related to CRE securities CDOs that are eliminated in consolidation.

(9) Based on the respective remittance report issued on date nearest to March 31, 2014.  This amount excludes $667 million of aggregate N-Star CDO equity and N-Star CDO bonds included in CRE securities.

 

11



 

2014 Investments Year-to-Date Through May 9, 2014

($ in millions)

 

NorthStar Balance Sheet Investments

 

Assets

 

Invested
Equity

 

Expected
Current
Yield(1)

 

 

 

 

 

 

 

 

 

Real estate portfolio

 

$

2,467

 

$

738

 

14

%

CRE loans

 

176

 

166

 

16

%

Opportunistic

 

79

 

76

 

10

%

 

 

 

 

 

 

 

 

Total / weighted average

 

$

2,722

 

$

980

 

14

%

 

 

 

 

 

 

 

 

Investments — NorthStar non-traded REITs

 

$

518

 

$

284

 

 

 

 

 

 

 

 

 

 

 

Total Investments

 

$

3,240

 

$

1,264

 

 

 

 


(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 May 9, 2014

($ in thousands)

 

 

 

Principal

 

Based on original credit rating:

 

Amount (2)

 

 

 

 

 

AAA

 

$

63,712

 

AA through BBB

 

386,212

 

Below investment grade

 

160,590

 

Total

 

$

610,514

 

 

 

 

 

Weighted average original credit rating of repurchased CDO bonds

 

A / A2

 

Weighted average purchase price of repurchased CDO bonds

 

33

%

 


(1) Unencumbered N-Star CDO bonds are owned by NorthStar. $102 million of these N-Star CDO bonds and the corresponding liability of the respective CDO are eliminated 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



 

Healthcare Real Estate by Property Type (1)

As of March 31, 2014 (2)

 

Type (3)

 

%

 

ALF

 

58.1

%

SNF

 

39.5

%

ILF

 

2.1

%

MOB

 

0.3

%

 

 

 

 

Total

 

100.0

%

 


(1) Based on cost basis.

(2) Includes a $1.1 billion healthcare real estate portfolio that NorthStar acquired in May 2014.

(3) Assisted living facility (ALF), skilled nursing facility (SNF), independent living facility (ILF) and medical office building (MOB).

 

Healthcare Real Estate by Geographic Location (1)

As of March 31, 2014 (2)

 

Region

 

%

 

Midwest

 

40.1

%

Southeast

 

29.6

%

Northwest

 

12.2

%

Southwest

 

8.9

%

West

 

6.2

%

Mid - Atlantic

 

3.0

%

 

 

 

 

Total

 

100.0

%

 


(1) Based on number of units for ALF/ILF property types and number of beds for SNF property types.

(2) Includes a $1.1 billion healthcare real estate portfolio that NorthStar acquired in May 2014.

 

Healthcare Real Estate Portfolio

As of March 31, 2014 (1)

($ in millions)

 

 

 

Total Portfolio

 

 

 

 

 

Number of properties

 

167

 

Number of units/beds (2)

 

14,090

 

 

 

 

 

NOI (3)

 

$

148

 

Cost basis

 

$

1,629

 

 


(1) Includes a $1.1 billion healthcare real estate portfolio that NorthStar acquired in May 2014.

(2) Represents number of units for ALF/ILF property types and number of beds for SNF property types.

(3) NOI represents trailing twelve month actual net operating income at the property level for properties owned by NorthStar for a period greater than twelve months. For the $1.1 billion healthcare real estate portfolio acquired in May 2014, NOI represents projected first year net operating income at the property level.

 

13



 

Manufactured Housing Communities Portfolio

As of March 31, 2014

($ in millions)

 

 

 

Total Portfolio

 

 

 

 

 

Number of communities

 

119

 

Number of pad rental sites

 

27,694

 

 

 

 

 

NOI(1)

 

$

103

 

Cost basis (2)

 

$

1,486

 

 

 

 

 

NOI related to:

 

 

 

Pad rental sites

 

91

%

Other

 

9

%

 

 

 

 

WA occupancy

 

87

%

 


(1) NOI represents trailing twelve month actual net operating income for communities owned by NorthStar for a period greater than twelve months and annualized actual net operating income from acquisition date through March 31, 2014 for communities owned by NorthStar for less than twelve months.  Also includes rent fom pad sites and homes and interest from seller financing.

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

 

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

As of March 31, 2014

 

State

 

%

 

Colorado

 

31.1

%

Florida

 

19.7

%

Utah (Salt Lake City)

 

19.2

%

Texas

 

7.8

%

New York

 

6.0

%

Kansas

 

5.6

%

Wyoming

 

5.6

%

Missouri

 

2.1

%

Illinois

 

1.7

%

Michigan

 

0.8

%

Arkansas

 

0.4

%

 

 

 

 

Total

 

100.0

%

 


(1) NOI represents trailing twelve month actual net operating income for communities owned by NorthStar for a period greater than twelve months and annualized actual net operating income from acquisition date through March 31, 2014 for communities owned by NorthStar for less than twelve months.  Also includes rent fom pad sites and homes and interest from seller financing.

 

14



 

NRFC NNN Holdings, LLC Portfolio Summary (1)

($ in thousands)

 

 

 

 

 

 

 

 

 

Remaining

 

 

 

 

 

Cost basis

 

Date

 

 

 

 

 

Square

 

Lease

 

Cost

 

Existing

 

less

 

Acquired

 

Tenant or Guarantor of Tenant

 

Location/MSA

 

Feet

 

Term (2)

 

Basis (3)

 

Debt

 

Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nov-2007

 

Alliance Data Systems Corp.

 

Columbus, OH

 

199,112

 

3.7

 

$

33,829

 

$

22,206

 

$

11,623

 

Mar-2007

 

Citigroup, Inc.

 

Fort Mill, SC/Charlotte

 

165,000

 

6.6

 

34,303

 

29,065

 

5,238

 

Jun-2006

 

Covance, Inc.

 

Indianapolis, IN

 

333,600

 

11.8

 

34,519

 

26,486

 

8,033

 

Feb-2007

 

Credence Systems Corp.

 

Milpitas, CA/San Jose

 

178,213

 

2.9

 

30,144

 

19,906

 

10,238

 

Sep-2006

 

Dick’s Sporting Goods, Inc. / PetSmart, Inc. (4)

 

9 properties

 

467,971

 

1.8 - 10.4

 

64,503

 

44,528

 

19,975

 

Sep-2005

 

Electronic Data Systems Corp.

 

2 in MI / 1 in CA / 1 in PA

 

387,842

 

1.5

 

62,718

 

43,443

 

19,275

 

Aug-2005

 

GSA - U.S. Department of Agriculture

 

Salt Lake City, UT

 

117,553

 

3.1

 

23,257

 

13,561

 

9,696

 

Jul-2006

 

Northrop Grumman Space & Mission Systems Corp.

 

Aurora, CO/Denver

 

183,529

 

1.2

 

42,400

 

31,100

 

11,300

 

Mar-2006

 

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

 

Rockaway, NJ/ Northern NJ

 

121,038

 

3.3 - 6.2

 

22,221

 

16,019

 

6,202

 

Feb-2006

 

Quantum Corporation (5)

 

Colorado Springs, CO

 

406,207

 

1.9 - 6.9

 

27,215

 

16,850

 

10,365

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total NRFC NNN Holdings, LLC Portfolio

 

 

 

2,560,065

 

4.7

 

$

375,109

 

$

263,164

 

$

111,945

 

 


(1) Excludes real estate held for sale and the $406 million industrial portfolio NorthStar entered into an agreement to invest in subsequent to the first quarter 2014.

(2) Remaining lease term as of March 31, 2014.  Total represents weighted average based on cost basis.

(3) Cost basis includes capitalized expenditures since acquisition.

(4) Six of ten Dick’s Sporting Goods, Inc. / PetSmart, Inc. properties are ground lease interests.

(5) 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.

 

15



 

Portfolio Cash Flow and Tenant Credit Profile (1)

($ in thousands)

 

 

 

Three Months Ended March 31, 2014

 

Primary Tenant

 

Tenant or Guarantor of Tenant

 

Base Rent

 

NOI

 

Debt Service

 

NOI Less Debt
Service

 

Market Cap (2)

 

Actual Credit
Rating

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alliance Data Systems Corp.

 

$

632

 

$

622

 

$

(455

)

$

167

 

13,685

 

not rated

 

Citigroup, Inc.

 

538

 

530

 

(510

)

20

 

144,599

 

A- / A

 

Covance, Inc.

 

638

 

629

 

(517

)

112

 

5,558

 

not rated

 

Credence Systems Corp.

 

720

 

715

 

(447

)

268

 

312

 

not rated

 

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

 

1,347

 

1,269

 

(973

)

296

 

6,351

 

not rated (3)

 

Electronic Data Systems Corp.

 

1,546

 

1,536

 

(824

)

712

 

13,900

 

not rated

 

GSA - U.S. Department of Agriculture

 

648

 

416

 

(302

)

114

 

N/A

 

implied AAA

 

Northrop Grumman Space & Mission Systems Corp.

 

887

 

887

 

(617

)

270

 

24,939

 

BBB+/Baa2

 

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

 

468

 

468

 

(303

)

165

 

362

 

B/B2 (4)

 

Quantum Corporation (50%)

 

479

 

329

 

(326

)

3

 

298

 

not rated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

7,903

 

$

7,401

 

$

(5,274

)

$

2,127

 

 

 

 

 

 


(1) Excludes real estate held for sale and the $406 million industrial portfolio NorthStar entered into an agreement to invest in subsequent to the first quarter 2014.

(2) Based on information from Bloomberg at close of market on March 31, 2014 and presented in millions.

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

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

 

16



 

PE Investments (1)

($ in millions)

 

 

 

PE Investment I

 

PE Investment II

 

PE Investment III

 

 

 

 

 

 

 

 

 

Number of funds

 

49

 

24

 

8

 

Number of general partners

 

26

 

15

 

4

 

Initial NAV

 

$

802

 

$

910

 

$

80

 

Closing NAV as a percentage of net cost (2)

 

66

%

74

%

119

%

Reported NAV growth (3)

 

18

%

11

%

7

%

Underlying assets, at cost

 

$

25,300

 

$

25,800

 

$

3,300

 

Implied leverage (4)

 

48

%

34

%

50

%

Expected remaining future capital contributions (5)

 

$

14

 

$

15

 

$

2

 

 


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

(2)  Net cost represents total funded capital less distributions received.  For PE Investment I, excludes any distributions in excess of contributions for funds, which represented 4% of reported NAV.

(3)  The reported NAV growth for PE Investment I and II is measured from the agreed upon reported NAV at date of acquisition, or Initial NAV. The reported NAV growth for PE Investment III is annualized based on two quarters of reported income from the Initial NAV.

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

(5)  Represents the amount of expected future capital contributions to funds as of March 31, 2014.

 

Three months ended March 31, 2014

Our Proportionate Share of PE Investments

 

 

 

PE Investment I

 

PE Investment II

 

PE Investment III

 

 

 

 

 

 

 

 

 

Income

 

$

14

 

$

13

 

$

1

 

Return of capital

 

5

 

11

 

 

Total distributions (1)

 

19

 

24

 

1

 

 

 

 

 

 

 

 

 

Contributions

 

 

 

 

Net

 

$

19

 

$

24

 

$

1

 

 


(1)  Net of a $3 million reserve for taxes in the aggregate for all PE Investments.

 

Period ended March 31, 2014 (1)

Our Proportionate Share of PE Investments

 

 

 

PE Investment I

 

PE Investment II

 

PE Investment III

 

 

 

 

 

 

 

 

 

Income

 

$

67

 

$

42

 

$

1

 

Return of capital

 

82

 

87

 

9

 

Total distributions (2)

 

149

 

129

 

10

 

 

 

 

 

 

 

 

 

Contributions

 

21

 

12

 

 

Net

 

$

128

 

$

117

 

$

10

 

 


(1)  Represents activity from the respective initial closing date through March 31, 2014. The initial closing date of PE Investment I was February 15, 2013, PE Investment II was July 3, 2013 and PE Investment III was December 31, 2013.

(2)  Net of a $9 million reserve for taxes in the aggregate for all PE Investments.

 

17



 

PE Investments by Underlying Investment Type (1)

 

As of December 31, 2013

 

Type

 

%

 

Office

 

21.8

%

Multifamily

 

18.5

%

Lodging

 

13.0

%

Residential/Condo

 

7.5

%

Cash

 

7.5

%

Retail

 

7.1

%

Land

 

6.2

%

Debt

 

5.1

%

Industrial

 

4.1

%

Financial Services

 

3.6

%

Operating Companies

 

2.3

%

Healthcare

 

2.1

%

Other

 

1.2

%

 

 

 

 

Total

 

100.0

%

 


(1)  Based on most recently available individual fund financial statements.

 

PE Investments by Underlying Geographic Location (1)

As of December 31, 2013

 

Region

 

%

 

West

 

21.2

%

Primarily Various U.S.

 

16.6

%

Northeast

 

11.5

%

Europe

 

11.3

%

Southeast

 

10.7

%

Midwest

 

9.1

%

Mid-Atlantic

 

7.6

%

Cash

 

7.5

%

Asia

 

4.5

%

 

 

 

 

Total

 

100.0

%

 


(1)  Based on most recently available individual fund financial statements.

 

18



 

CDOs primarily backed by CRE Debt

($ in thousands)

 

 

 

Deconsolidated CDOs

 

 

 

 

 

N-Star IV

 

N-Star VI

 

N-Star VIII

 

CapLease

 

CSE

 

 

 

Issue/Acquisition Date

 

Jun-05

 

Mar-06

 

Dec-06

 

Aug-11

 

Jul-10

 

Total

 

Balance sheet as of March 31, 2014 (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets, principal amount

 

$

303,466

 

$

381,670

 

$

877,685

 

$

141,615

 

$

737,802

 

$

2,442,238

 

CDO bonds, principal amount (2)

 

190,215

 

310,403

 

685,531

 

127,234

 

666,302

 

1,979,685

 

Net assets

 

$

113,251

 

$

71,267

 

$

192,154

 

$

14,381

 

$

71,500

 

$

462,553

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CDO quarterly cash distributions and coverage tests (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity notes and retained original below investment grade bonds

 

$

890

 

$

1,652

 

$

2,681

 

$

656

 

$

5,291

 

$

11,169

 

Collateral management and other fees

 

202

 

356

 

775

 

67

 

336

 

1,736

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest coverage cushion (1)

 

1,068

 

2,062

 

3,515

 

496

 

5,623

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Overcollateralization cushion (1)

 

58,326

 

31,291

 

106,158

 

8,358

 

85,808

 

 

 

At offering

 

19,808

 

17,412

 

42,193

 

5,987

(4)

(151,595

)(5)

 

 

 


(1)              Based on remittance report issued on date nearest to March 31, 2014.

(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 August 31, 2011, closest to the date of acquisition.

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

 

CDOs primarily backed by CRE Securities

($ in thousands)

 

 

 

Consolidated CDOs

 

 

 

 

 

N-Star I

 

N-Star III

 

N-Star IX

 

 

 

Issue/Acquisition Date

 

Aug-03

 

Mar-05

 

Feb-07

 

Total

 

Balance sheet as of March 31, 2014 (1)

 

 

 

 

 

 

 

 

 

Assets, principal amount

 

$

63,915

 

$

170,980

 

$

894,441

 

$

1,129,336

 

CDO bonds, principal amount (2)

 

62,644

 

114,736

 

667,429

 

844,809

 

Net assets

 

$

1,271

 

$

56,244

 

$

227,012

 

$

284,527

 

 

 

 

 

 

 

 

 

 

 

CDO quarterly cash distributions and coverage tests (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity notes and retained original below investment grade bonds

 

$

 

$

 

$

1,807

 

$

1,807

 

Collateral management and other fees

 

26

 

46

 

692

 

764

 

 

 

 

 

 

 

 

 

 

 

Interest coverage cushion (1)

 

NEG

 

4,212

 

2,944

 

 

 

 

 

 

 

 

 

 

 

 

 

Overcollateralization cushion (1)

 

NEG

 

NEG

 

5,955

 

 

 

At offering

 

8,687

 

13,610

 

24,516

 

 

 

 


(1)              Based on remittance report issued on date nearest to March 31, 2014.

(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.

 

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Safe Harbor Statement

 

This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, 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; the spin-off of our asset management business may not have the full or any strategic and financial benefits that we expect or such benefits may be delayed or may not materialize at all; our ability to enter into a long-term management contract with an affiliate of NSAM, as our manager, and the resulting effects of becoming an externally managed company, including the payment of substantial fees to our manager, the allocation of investments by our manager among us and the manager’s other managed companies, and various conflicts of interest in our relationship with NSAM; our ability to close on our recent commitment to acquire the Innkeepers Portfolio and to complete the investment in Aerium on the terms contemplated or at all; our ability to realize the benefits of our relationship with Aerium, including our ability to source and consummate investment opportunities internationally; our ability to realize the benefits of our strategic partnership with RXR, including our ability to achieve the expected yields on our invested equity, or at all; our ability to source and close on attractive investment opportunities, both domestically and internationally; our ability to realize the benefits of our joint venture with Jay Flaherty, including the ability to source and consummate investment opportunities through the venture; 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; our ability to grow our asset management business beyond existing non-traded REITs; whether we will realize any potential upside in our limited partnership interest in real estate private equity funds or any appreciation above our original cost basis of our real estate portfolio; 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 realize any potential upside in our limited partnership 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, 2013 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, 2013. 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.

 

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Contact:

Investor Relations

Joe Calabrese

(212) 827-3772

 

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