Exhibit 99.1
NORTHSTAR REALTY FINANCE
ANNOUNCES THIRD QUARTER 2011 RESULTS
Third Quarter 2011 Highlights
· Declared third quarter 2011 dividend of $0.125 per common share, 25% increase over prior quarter.
· AFFO per diluted share of $0.29.
· $116 million of unrestricted cash at September 30, 2011.
· Acquired $240 million CRE CDO.
· Non-listed REIT surpasses $100 million of capital raised to-date.
NEW YORK, NY, November 3, 2011 - NorthStar Realty Finance Corp. (NYSE: NRF) today announced its results for the quarter ended September 30, 2011.
Third Quarter 2011 Results
NorthStar reported adjusted funds from operations (“AFFO”) for the third quarter 2011 of $0.29 per diluted share compared with $0.15 per diluted share for the third quarter 2010.
Net loss to common stockholders for the third quarter 2011 was $(24.6) million, or $(0.26) per diluted share, compared to net loss of $(144.1) million, or $(1.87) per diluted share for the third quarter 2010. Third quarter 2011 net loss includes $(43.5) million of unrealized losses relating to non-cash fair value adjustments, compared to $(169.4) million of unrealized losses for the third quarter 2010. These non-cash fair value gains and losses are excluded from AFFO. Realized gains totaled $13.7 million for the third quarter 2011, compared with $26.8 million for the third quarter 2010.
At September 30, 2011, GAAP book value per share was $8.88. For a reconciliation of net income (loss) to AFFO and GAAP book value per share, please refer to the tables on the following pages.
David T. Hamamoto, chairman and chief executive officer, commented, “Over the past few quarters, we have deployed a substantial amount of capital in accretive and opportunistic investments, in addition to recycling our CDO cash into higher yielding investments. As a result, NorthStar is pleased to have increased its quarterly common dividend by 25%, while at the same time retaining excess cash flow to pursue new investment opportunities with attractive risk-adjusted returns.”
Mr. Hamamoto continued, “Surpassing the critical $100 million benchmark for capital raised to-date in our current non-listed REIT offering is a clear sign of NorthStar’s viability in that market and we have high expectations for the future. The significant number of selling agreements with best in class broker-dealers and their registered representatives we added during the past several quarters is translating into increased capital raising velocity. We expect these positive trends to continue, resulting in an increasing stream of fee income and cash flow to NorthStar.”
Investments and Fee Income
NorthStar’s investments highlights for the third quarter 2011:
· Repurchased $63 million par amount of its CDO bonds. As of September 30, 2011, NorthStar owned a total of $556 million of its own CDO bonds, of which $377 million were re-purchased at an average price of 32% of par and had a weighted average original credit rating of AA-/Aa3. This discount to par of $256 million represents potential imbedded gains that we can realize in future periods.
· Acquired the collateral management rights, equity notes and $14 million of principal of originally-investment grade bonds of a $240 million commercial real estate CDO from CapLease Inc. The investment was funded with $12 million of unrestricted cash and $11 million of CDO cash. The collateral consists of 61 investment grade credit tenant leases (72%), corporate credit notes (7%) and CMBS (21%) having a total weighted average coupon of 6.5% and a weighted average life
of approximately 8 years. The equity notes and collateral management fees are currently expected to generate an initial approximate 25% annualized cash yield on the $12 million unrestricted cash investment.
· Voluntarily repaid in full the $100 million preferred membership interest in NRF Healthcare which had a 10.5% distribution rate and an option to convert into common equity of our healthcare net lease portfolio.
NorthStar had approximately $7.3 billion of assets under management at September 30, 2011.
During the third quarter 2011, NorthStar earned management fees from its consolidated CDOs of $4.4 million and special servicing fees of $0.1 million. These fees are eliminated on NorthStar’s consolidated statement of operations. In addition, during the third quarter 2011, NorthStar received $0.2 million of advisory fees from NorthStar’s sponsored non-listed REIT.
For additional details regarding our investments and fee income, please refer to the tables on the following pages.
Liquidity, Financing and Capital Markets
Total liquidity at September 30, 2011 included $116 million of unrestricted cash and $19 million of available cash for re-investment in NorthStar’s CDOs. At September 30, 2011, NorthStar’s only unrestricted cash needs related to non-discretionary future funding obligations associated with existing loan commitments were approximately $4 million.
NorthStar Real Estate Income Trust (“NSREIT”), a non-listed REIT sponsored by NorthStar, raised $32 million in the third quarter 2011, representing an 81% increase compared to the prior quarter. NSREIT has raised $59 million in 2011 and $88 million since inception through September 30, 2011. NRF Capital Markets, LLC, NorthStar’s wholly-owned broker-dealer subsidiary, had total signed selling agreements with broker-dealers covering more than 40,000 registered representatives as of September 30, 2011. NorthStar expects to earn recurring, net fees approximately equal to three percentage points based on total capital raised for each of our sponsored, non-listed REITs.
Currently, NorthStar’s only near-term corporate debt obligations relate to its exchangeable senior notes, of which $22 million principal amount of 7.25% notes are payable in June 2012 at the holders’ option and $36 million of 11.5% notes are due in June 2013.
Risk Management
At September 30, 2011, NorthStar had three loans on non-performing status (“NPL”), representing $41 million in aggregate principal amount and a $2 million book value. This amount is unchanged from June 30, 2011. NorthStar categorizes a loan as non-performing if it is in maturity default and/or is past due 90 days on its contractual debt service payments.
During the third quarter 2011, NorthStar recorded $9 million of loan loss provisions relating to three loans, compared to $14 million of loan loss provisions related to four loans recorded during the second quarter 2011. As of September 30, 2011, loan loss provisions totaled $191 million, or 7% of total loans, related to 22 loans with a book value of $286 million.
As of September 30, 2011, NorthStar’s core net lease portfolio was 94% leased with a 6.7 year weighted average remaining lease term. As of September 30, 2011, 100% of our net lease healthcare portfolio was leased to third-party operators with weighted average lease coverage of 1.4x and a 7.9 year weighted average remaining lease term.
Stockholders’ Equity
At September 30, 2011, NorthStar had 100,237,463 total common shares and operating partnership units outstanding and $30 million of non-controlling interests relating to its operating partnership. GAAP book value per share was $8.88 at September 30, 2011. Exclusive of all unrealized adjustments, loan loss provisions, and accumulated depreciation and amortization, adjusted book value at September 30, 2011 would be $7.41 per share. The adjusted book value does not take into consideration any value related to the in-place and anticipated advisory fee income streams generated by our sponsored, non-listed REIT vehicles and our CDO management fees. For a calculation of adjusted book value per share, please refer to the tables on the following pages.
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Common Dividend Announcement
On November 2, 2011, NorthStar announced that its Board of Directors declared a cash dividend of $0.125 per share of common stock, payable with respect to the quarter ended September 30, 2011. The dividend is expected to be paid on November 18, 2011 to shareholders of record as of the close of business on November 14, 2011. The Company’s common shares will begin trading ex-dividend on November 10, 2011.
Earnings Conference Call
NorthStar will hold a conference call to discuss third quarter 2011 financial results on Thursday November 3, 2011, at 10:00 a.m. Eastern time. Hosting the call will be David Hamamoto, chairman and chief executive officer; Albert Tylis, co-president and chief operating officer; Daniel Gilbert, co-president and chief investment officer; and Debra Hess, chief financial officer. The Company will post on its website, www.nrfc.com, a September 30, 2011 update to its corporate presentation.
The call will be webcast live over the Internet from NorthStar’s website, www.nrfc.com, and will be archived on the Company’s website. The call can also be accessed live over the phone by dialing 877-941-8631, or for international callers, by dialing 480-629-9867.
A replay of the call will be available one hour after the call through Thursday November 10, 2011 by dialing 800-406-7325 or 303-590-3030 for international callers, using pass code 4480879.
About NorthStar Realty Finance Corp.
NorthStar Realty Finance Corp. is a finance REIT that originates, acquires and manages portfolios of commercial real estate debt, commercial real estate securities and net lease properties. In addition, NorthStar engages in asset management and other activities related to real estate and real estate finance. For more information about NorthStar Realty Finance Corp., please visit www.nrfc.com.
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NorthStar Realty Finance Corp.
Consolidated Statements of Operations
($ in thousands, except share and per share data)
| | Three Months Ended September 30, | | Nine Months Ended September 30, | |
| | 2011 | | 2010 | | 2011 | | 2010 | |
| | | | | | | | | |
Revenues and other income | | | | | | | | | |
Interest income | | $ | 99,504 | | $ | 88,791 | | $ | 307,934 | | $ | 207,087 | |
Rental and escalation income | | 26,996 | | 31,912 | | 85,879 | | 82,980 | |
Commission income | | 3,131 | | 1,861 | | 5,775 | | 2,233 | |
Other revenue | | 1,389 | | 1,854 | | 3,299 | | 5,004 | |
Total revenues | | 131,020 | | 124,418 | | 402,887 | | 297,304 | |
Expenses | | | | | | | | | |
Interest expense | | 39,875 | | 29,558 | | 107,501 | | 96,213 | |
Real estate properties — operating expenses | | 3,427 | | 12,374 | | 18,537 | | 24,661 | |
Asset management expenses | | 1,279 | | 1,931 | | 4,508 | | 4,251 | |
Commission expense | | 2,322 | | 1,399 | | 4,338 | | 1,677 | |
Provision for loan losses | | 9,340 | | 42,877 | | 48,040 | | 136,134 | |
Provision for loss on equity investment | | — | | — | | 4,482 | | — | |
General and administrative | | | | | | | | | |
Salaries and equity-based compensation (1) | | 11,762 | | 11,863 | | 44,031 | | 40,708 | |
Auditing and professional fees | | 1,782 | | 2,051 | | 6,509 | | 6,156 | |
Other general and administrative | | 5,399 | | 3,814 | | 14,394 | | 12,752 | |
Total general and administrative | | 18,943 | | 17,728 | | 64,934 | | 59,616 | |
Depreciation and amortization | | 12,762 | | 7,980 | | 32,370 | | 23,493 | |
Total expenses | | 87,948 | | 113,847 | | 284,710 | | 346,045 | |
Income (loss) from operations | | 43,072 | | 10,571 | | 118,177 | | (48,741 | ) |
Equity in earnings (losses) of unconsolidated ventures | | (604 | ) | (60 | ) | (4,387 | ) | 6,155 | |
Other income (loss) | | (11,826 | ) | — | | (1,688 | ) | — | |
Unrealized gain (loss) on investments and other | | (68,446 | ) | (199,572 | ) | (351,271 | ) | (206,408 | ) |
Realized gain (loss) on investments and other | | 13,712 | | 26,795 | | 61,285 | | 109,766 | |
Gain from acquisitions | | 81 | | 15,363 | | 81 | | 15,363 | |
Income (loss) from continuing operations | | (24,011 | ) | (146,903 | ) | (177,803 | ) | (123,865 | ) |
Income (loss) from discontinued operations | | (391 | ) | 55 | | (1,029 | ) | (1,042 | ) |
Gain on sale from discontinued operations | | 3,533 | | — | | 17,980 | | 2,528 | |
Consolidated net income (loss) | | (20,869 | ) | (146,848 | ) | (160,852 | ) | (122,379 | ) |
Less: net income (loss) allocated to non-controlling interests | | 1,743 | | 7,963 | | 1,393 | | 1,018 | |
Preferred stock dividends | | (5,231 | ) | (5,231 | ) | (15,694 | ) | (15,694 | ) |
Contingently redeemable non-controlling interest accretion | | (196 | ) | — | | (5,178 | ) | — | |
Net income (loss) attributable to NorthStar Realty Finance Corp. common stockholders | | $ | (24,553 | ) | $ | (144,116 | ) | $ | (180,331 | ) | $ | (137,055 | ) |
| | | | | | | | | |
Net income (loss) per share from continuing operations (basic/diluted) | | $ | (0.29 | ) | $ | (1.87 | ) | $ | (2.26 | ) | $ | (1.82 | ) |
Income (loss) per share from discontinued operations (basic/diluted) | | (0.01 | ) | — | | (0.01 | ) | (0.01 | ) |
Gain per share on sale of discontinued operations (basic/diluted) | | 0.04 | | — | | 0.21 | | 0.03 | |
Net income (loss) per common share attributable to NorthStar Realty Finance Corp. common stockholders (basic/diluted) | | $ | (0.26 | ) | $ | (1.87 | ) | $ | (2.06 | ) | $ | (1.80 | ) |
Weighted average number of shares of common stock: | | | | | | | | | |
Basic | | 95,957,333 | | 77,139,868 | | 87,105,058 | | 76,211,705 | |
Diluted | | 100,229,735 | | 82,364,109 | | 91,397,552 | | 82,287,543 | |
Dividends declared per share of common stock | | $ | 0.125 | | $ | 0.10 | | $ | 0.325 | | $ | 0.30 | |
(1) The three months ended September 30, 2011 and 2010 include $2,204 and $3,894, respectively, of equity-based compensation expense, respectively. The nine months ended September 30, 2011 and 2010 include $6,851 and $13,133, respectively, of equity-based compensation expense.
NorthStar Realty Finance Corp.
Consolidated Balance Sheets
($ in thousands, except share data)
| | September 30, 2011 | | December 31, | |
| | (Unaudited) | | 2010 | |
| | | | | |
Assets | | | | | |
VIE Financing Structures | | | | | |
Restricted cash | | $ | 259,563 | | $ | 263,314 | |
Operating real estate, net | | 246,015 | | 8,040 | |
Real estate securities, available for sale | | 1,501,605 | | 1,687,793 | |
Real estate debt investments, net | | 1,730,467 | | 1,672,664 | |
Real estate debt investments, held for sale | | 21,274 | | 18,661 | |
Investments in and advances to unconsolidated ventures | | 63,956 | | 72,536 | |
Receivables, net of allowance of $1,198 in 2011 and $824 in 2010 | | 23,300 | | 26,419 | |
Derivative assets, at fair value | | 8 | | 42 | |
Deferred costs and intangible assets, net | | 35,170 | | 150 | |
Assets of properties held for sale | | 6,610 | | 5,101 | |
Other assets | | 19,207 | | 14,275 | |
| | 3,907,175 | | 3,768,995 | |
| | | | | |
Non-VIE Financing Structures | | | | | |
Cash and cash equivalents | | 115,821 | | 125,439 | |
Restricted cash | | 49,989 | | 46,070 | |
Operating real estate, net | | 781,319 | | 938,062 | |
Real estate securities, available for sale | | 45,296 | | 3,261 | |
Real estate debt investments, net | | 107,701 | | 153,576 | |
Investments in and advances to unconsolidated ventures | | 22,109 | | 21,876 | |
Receivables, net of allowance of $614 in 2011 and $1,818 in 2010 | | 9,100 | | 5,910 | |
Receivables, related parties | | 8,793 | | 4,101 | |
Unbilled rents receivable | | 11,241 | | 10,404 | |
Derivative assets, at fair value | | 7,320 | | 17 | |
Deferred costs and intangible assets, net | | 49,268 | | 52,823 | |
Assets of properties held for sale | | 9,122 | | — | |
Other assets | | 18,047 | | 21,457 | |
| | 1,235,126 | | 1,382,996 | |
Total assets | | $ | 5,142,301 | | $ | 5,151,991 | |
| | | | | |
Liabilities | | | | | |
VIE Financing Structures | | | | | |
CDO bonds payable | | $ | 2,394,643 | | $ | 2,258,805 | |
Mortgage notes payable | | 212,000 | | — | |
Secured term loan | | 14,682 | | 14,682 | |
Accounts payable and accrued expenses | | 16,565 | | 15,691 | |
Escrow deposits payable | | 53,425 | | 60,163 | |
Derivative liabilities, at fair value | | 243,572 | | 190,993 | |
Liabilities of properties held for sale | | 30 | | 99 | |
Other liabilities | | 30,302 | | 8,654 | |
| | 2,965,219 | | 2,549,087 | |
| | | | | |
Non-VIE Financing Structures | | | | | |
Mortgage notes payable | | 556,786 | | 803,114 | |
Secured term loan | | — | | 22,199 | |
Exchangeable senior notes | | 238,685 | | 126,889 | |
Junior subordinated notes, at fair value | | 151,265 | | 191,250 | |
Accounts payable and accrued expenses | | 40,568 | | 34,160 | |
Escrow deposits payable | | 1,291 | | 548 | |
Derivative liabilities, at fair value | | 8,381 | | 29,696 | |
Other liabilities | | 44,649 | | 22,535 | |
| | 1,041,625 | | 1,230,391 | |
Total liabilities | | 4,006,844 | | 3,779,478 | |
| | | | | |
Contingently redeemable non-controlling interest | | — | | 94,822 | |
| | | | | |
Equity | | | | | |
NorthStar Realty Finance Corp. Stockholders’ Equity | | | | | |
Preferred stock, 8.75% Series A, $0.01 par value, $25 liquidation preference per share, 2,400,000 shares issued and outstanding at September 30, 2011 and December 31, 2010 | | 57,867 | | 57,867 | |
Preferred stock, 8.25% Series B, $0.01 par value, $25 liquidation preference per share, 7,600,000 shares issued and outstanding at September 30, 2011 and December 31, 2010 | | 183,505 | | 183,505 | |
Common stock, $0.01 par value, 500,000,000 shares authorized, 95,974,012 and 78,104,753 shares issued and outstanding at September 30, 2011 and December 31, 2010, respectively | | 960 | | 781 | |
Additional paid-in capital | | 809,885 | | 723,102 | |
Retained earnings | | 86,058 | | 293,382 | |
Accumulated other comprehensive loss | | (36,362 | ) | (36,119 | ) |
Total NorthStar Realty Finance Corp. Stockholders’ Equity | | 1,101,913 | | 1,222,518 | |
Non-controlling interests | | 33,544 | | 55,173 | |
Total equity | | 1,135,457 | | 1,277,691 | |
Total liabilities and stockholders’ equity | | $ | 5,142,301 | | $ | 5,151,991 | |
Non-GAAP Financial Measures
Included in this press release are certain “non-GAAP financial measures,” which are measures of NorthStar’s historical or future financial performance that are different from measures calculated and presented in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, within the meaning of applicable SEC rules. These include: Funds From Operations and Adjusted Funds From Operations. NorthStar believes these terms can be useful measures of its performance, which are further defined following the table below.
Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO) ($ in thousands, except share and per share data)
| | Three Months Ended September 30, | | Nine Months Ended September 30, | |
| | 2011 | | 2010 | | 2011 | | 2010 | |
Funds from Operations: | | | | | | | | | |
Income (loss) from continuing operations | | $ | (24,011 | ) | $ | (146,903 | ) | $ | (177,803 | ) | $ | (123,865 | ) |
Non-controlling interests(1) | | 658 | | (1,853 | ) | (7,737 | ) | (8,780 | ) |
Consolidated net income (loss) before non-controlling interest in operating partnership | | (23,353 | ) | (148,756 | ) | (185,540 | ) | (132,645 | ) |
| | | | | | | | | |
Adjustments: | | | | | | | | | |
Preferred stock dividends | | (5,231 | ) | (5,231 | ) | (15,694 | ) | (15,694 | ) |
Depreciation and amortization | | 12,762 | | 7,980 | | 32,370 | | 23,493 | |
Funds from discontinued operations | | (391 | ) | 709 | | (237 | ) | 984 | |
Real estate depreciation and amortization, unconsolidated ventures | | 207 | | 237 | | 646 | | 711 | |
Funds from Operations | | (16,006 | ) | (145,061 | ) | (168,455 | ) | (123,151 | ) |
| | | | | | | | | |
Adjusted Funds from Operations: | | | | | | | | | |
Funds from Operations | | (16,006 | ) | (145,061 | ) | (168,455 | ) | (123,151 | ) |
Straight-line rental income, net | | (678 | ) | (341 | ) | (1,910 | ) | (1,248 | ) |
Straight-line rental income and fair value lease revenue, unconsolidated ventures | | (32 | ) | (18 | ) | (84 | ) | (63 | ) |
Amortization of above/below market leases | | (272 | ) | (213 | ) | (656 | ) | (691 | ) |
Amortization of equity-based compensation | | 2,204 | | 3,894 | | 6,851 | | 13,133 | |
Unrealized (gain) loss from fair value adjustments | | 43,537 | | 169,431 | | 270,001 | | 135,654 | |
Unrealized loss from fair value adjustments, unconsolidated ventures | | — | | — | | — | | 3,357 | |
Gain from acquisitions | | (81 | ) | (15,363 | ) | (81 | ) | (15,363 | ) |
Adjusted Funds from Operations | | $ | 28,672 | | $ | 12,329 | | $ | 105,666 | | $ | 11,628 | |
| | | | | | | | | |
FFO per share of common stock | | $ | (0.16 | ) | $ | (1.76 | ) | $ | (1.84 | ) | $ | (1.50 | ) |
AFFO per share of common stock | | $ | 0.29 | | $ | 0.15 | | $ | 1.16 | | $ | 0.14 | |
(1) Amount excludes non-controlling limited partner interests in our operating partnership.
Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO)
Management believes that funds from operations, or FFO, and adjusted funds from operations, or AFFO, each of which are non-GAAP measures, are additional appropriate measures of the operating performance of a REIT and NorthStar in particular. We compute FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts (NAREIT), as net income or loss (computed in accordance with GAAP), excluding gains or losses from sales of depreciable properties, the cumulative effect of changes in accounting principles, real estate-related depreciation and amortization, and after adjustments for unconsolidated/uncombined partnerships and joint ventures. FFO, as defined by NAREIT, is a computation made by analysts and investors to measure a real estate company’s cash flow generated by operations.
NorthStar calculates AFFO by subtracting from or adding to FFO:
· normalized recurring expenditures that are capitalized by NorthStar and then amortized, but which are necessary to maintain NorthStar’s properties and revenue stream, e.g., leasing commissions and tenant improvement allowances;
· an adjustment to reverse the effects of the straight-lining of rents 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).
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NorthStar’s calculation of AFFO differs from the methodology used for calculating AFFO by certain other REITs and, accordingly, our AFFO may not be comparable to AFFO reported by other REITs.
Neither FFO nor AFFO is equivalent to net income or cash generated from operating activities determined in accordance with U.S. GAAP. Furthermore, FFO and AFFO do not represent amounts available for management’s discretionary use because of needed capital replacement or expansion, debt service obligations or other commitments or uncertainties. Neither FFO nor AFFO should be considered as an alternative to net income as an indicator of NorthStar’s operating performance or as an alternative to cash flow from operating activities as a measure of NorthStar’s liquidity.
NorthStar urges investors to carefully review the 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.
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Assets Under Management at September 30, 2011 (1) |
($ in thousands) |
| | Amount | | % | |
Investment-grade CRE securities | | $ | 720,458 | | 9.9 | % |
Non-investment grade CRE securities | | 2,576,245 | | 35.3 | % |
Total CRE Securities | | 3,296,703 | | 45.2 | % |
| | | | | |
First mortgages loans (2) | | 1,860,957 | | 25.5 | % |
Mezzanine and subordinate loans (3) | | 1,020,058 | | 14.0 | % |
Credit tenant leases | | 144,617 | | 2.0 | % |
Total CRE Debt | | 3,025,632 | | 41.5 | % |
| | | | | |
Investment-grade net lease | | 161,845 | | 2.2 | % |
Non-investment grade net lease | | 808,338 | | 11.1 | % |
Total Net Lease | | 970,183 | | 13.3 | % |
| | | | | |
Total | | $ | 7,292,518 | | 100.0 | % |
(1) Based on principal amount of CRE debt, CRE securities and equity investments and the purchase price of operating real estate.
(2) Includes $204 million of junior participations in first mortgage loans.
(3) Includes $513 million related to equity investments, joint ventures and operating real estate.
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N-Star CDOs primarily backed by CRE Debt
($ in thousands)
| | N-Star IV | | N-Star VI | | N-Star VIII | | CSE | | CapLease | | | |
Issue Date | | Jun-05 | | Mar-06 | | Dec-06 | | Mar-05 | | Dec-06 | | Total | |
Balance sheet as of September 30, 2011 | | | | | | | | | | | | | |
Assets, principal amount (1) | | $ | 439,073 | | $ | 498,350 | | $ | 946,899 | | $ | 1,089,559 | | $ | 244,908 | | $ | 3,218,789 | |
CDO bonds, principal amount (2) | | 284,279 | | 336,850 | | 577,700 | | 900,981 | | 225,085 | | 2,324,895 | |
Net assets | | $ | 154,794 | | $ | 161,500 | | $ | 369,199 | | $ | 188,578 | | $ | 19,823 | | $ | 893,894 | |
| | | | | | | | | | | | | |
Principal amount of | | | | | | | | | | | | | |
Original below IG rated CDO bonds | | $ | — | | $ | 13,950 | | $ | 59,400 | | $ | 47,450 | | $ | — | | $ | 120,800 | |
Original IG rated CDO bonds | | 9,750 | | 26,925 | | 77,000 | | 85,929 | | — | | 199,604 | |
Total CDO bonds | | $ | 9,750 | | $ | 40,875 | | $ | 136,400 | | $ | 133,379 | | $ | — | | $ | 320,404 | |
| | | | | | | | | | | | | |
Weighted average original credit rating of original IG rated CDO bonds | | | | | | | | | | | | A+/A1 | |
Weighted average purchase price of original IG rated CDO bonds | | | | | | | | | | | | 30 | % |
| | | | | | | | | | | | | |
CDO quarterly cash distributions and coverage tests (3) | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Equity distributions | | $ | 2,563 | | $ | 138 | | $ | 2,782 | | $ | 14,039 | | $ | 475 | (4) | $ | 19,997 | |
Collateral management fees | | 341 | | 496 | | 983 | | 542 | | 121 | (4) | 2,483 | |
| | | | | | | | | | | | | |
Interest coverage cushion (5) | | $ | 3,646 | | $ | 531 | | $ | 6,082 | | $ | 5,878 | | $ | 53 | | | |
| | | | | | | | | | | | | |
Overcollateralization cushion (5) | | $ | 69,568 | | $ | 54,366 | | $ | 118,623 | | $ | 42,266 | | $ | 5,987 | | | |
At offering | | 19,808 | | 17,412 | | 42,193 | | (151,595 | )(6) | 5,987 | (7) | | |
(1) | Includes investments in N-Star issued CDO bonds that are eliminated in consolidation. |
(2) | Includes N-Star issued CDO bonds that are eliminated in consolidation. |
(3) | Interest coverage and overcollateralization coverage to the most constrained class. |
(4) | Represents first distributions received, which was in October 2011. |
(5) | Quarterly interest coverage and overcollateralization cushions from remittance report issued on date nearest to September 30, 2011. |
(6) | Based on trustee report as of June 24, 2010, closest to the date of acquisition. |
(7) | Based on trustee report as of August 31, 2011, closest to the date of acquisition. |
N-Star CDOs primarily backed by CRE Securities
($ in thousands)
| | N-Star I | | N-Star II | | N-Star III | | N-Star V | | N-Star VII | | N-Star IX | | | |
Issue Date | | Aug-03 | | Jul-04 | | Mar-05 | | Sep-05 | | Jun-06 | | Feb-07 | | Total | |
Balance sheet as of September 30, 2011 | | | | | | | | | | | | | | | |
Assets, principal amount (1) | | $ | 223,506 | | $ | 215,306 | | $ | 418,174 | | $ | 555,388 | | $ | 733,469 | | $ | 1,042,713 | | $ | 3,188,556 | |
CDO bonds, principal amount (2) | | 184,147 | | 177,094 | | 318,678 | | 364,772 | | 428,088 | | 682,980 | | 2,155,759 | |
Net assets | | $ | 39,359 | | $ | 38,212 | | $ | 99,496 | | $ | 190,616 | | $ | 305,381 | | $ | 359,733 | | $ | 1,032,797 | |
| | | | | | | | | | | | | | | |
Principal amount of | | | | | | | | | | | | | | | |
Original below IG rated CDO bonds | | $ | 14,000 | | $ | 15,492 | | $ | — | | $ | — | | $ | 16,200 | | $ | 13,040 | | $ | 58,732 | |
Original IG rated CDO bonds | | 9,000 | | 3,512 | | 16,855 | | 26,129 | | 45,726 | | 75,980 | | 177,202 | |
Total CDO bonds | | $ | 23,000 | | $ | 19,004 | | $ | 16,855 | | $ | 26,129 | | $ | 61,926 | | $ | 89,020 | | $ | 235,934 | |
| | | | | | | | | | | | | | | |
Weighted average original credit rating of original IG rated CDO bonds | | | | | | | | | | | | | | AA-/Aa3 | |
Weighted average purchase price of original IG rated CDO bonds | | | | | | | | | | | | | | 34 | % |
| | | | | | | | | | | | | | | |
CDO quarterly cash distributions and coverage tests (3) | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Equity distributions | | $ | — | | $ | — | | $ | 1,677 | | $ | — | | $ | 1,001 | | $ | 1,407 | | $ | 4,085 | |
Collateral management fees | | 78 | | 76 | | 344 | | 181 | | 508 | | 774 | | 1,961 | |
| | | | | | | | | | | | | | | |
Interest coverage cushion (4) | | $ | (576 | ) | $ | (270 | ) | $ | 2,047 | | $ | 685 | | $ | 870 | | $ | 3,790 | | | |
| | | | | | | | | | | | | | | |
Overcollateralization cushion (4) | | $ | (20,420 | ) | $ | (17,331 | ) | $ | 9,141 | (5) | $ | (29,573 | ) | $ | 14,866 | | $ | 48,192 | | | |
At offering | | 8,687 | | 10,944 | | 13,610 | | 12,940 | | 13,966 | | 24,516 | | | |
(1) | Includes investments in N-Star issued CDO bonds that are eliminated in consolidation. |
(2) | Includes N-Star issued CDO bonds that are eliminated in consolidation. |
(3) | Interest coverage and overcollateralization coverage to the most constrained class. |
(4) | Quarterly interest coverage and overcollateralization cushions from remittance report issued on date nearest to September 30, 2011. |
(5) | Amount represents estimated overcollateralization cushion as of October 17, 2011. |
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CMBS Vintages Under Management
($ in thousands)
| | Amount | | % | | Cumulative | |
1997 | | $ | 36,336 | | 1.3 | % | 1.3 | % |
1998 | | 50,973 | | 1.8 | % | 3.1 | % |
1999 | | 32,393 | | 1.2 | % | 4.3 | % |
2000 | | 83,528 | | 3.0 | % | 7.3 | % |
2001 | | 86,105 | | 3.1 | % | 10.4 | % |
2002 | | 71,037 | | 2.5 | % | 12.9 | % |
2003 | | 117,690 | | 4.2 | % | 17.1 | % |
2004 | | 309,397 | | 11.0 | % | 28.1 | % |
2005 | | 480,585 | | 17.1 | % | 45.2 | % |
2006 | | 814,130 | | 29.0 | % | 74.2 | % |
2007 | | 549,868 | | 19.6 | % | 93.8 | % |
2008 | | 38,046 | | 1.4 | % | 95.2 | % |
2009 | | 54,075 | | 1.9 | % | 97.1 | % |
2010 | | 1,000 | | 0.0 | % | 97.1 | % |
2011 | | 79,045 | | 2.9 | % | 100.0 | % |
| | | | | | | |
Total | | $ | 2,804,208 | | 100.0 | % | | |
Credit Rating Distribution of Real Estate Securities Under Management
($ in thousands)
| | Principal Amount | | % | |
AAA | | $ | 119,334 | | 3.6 | % |
AA | | 49,228 | | 1.5 | % |
A | | 186,192 | | 5.6 | % |
BBB | | 365,705 | | 11.1 | % |
BB | | 516,296 | | 15.6 | % |
B | | 425,786 | | 12.9 | % |
CCC | | 619,863 | | 18.8 | % |
CC | | 239,196 | | 7.3 | % |
C | | 260,127 | | 7.9 | % |
Below C | | 466,739 | | 14.2 | % |
NR | | 48,237 | | 1.5 | % |
Total (average of B- /B3) | | $ | 3,296,703 | | 100.0 | % |
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GAAP Book Value Rollforward
($ in thousands, except per share data)
| | Amount | | Per Share | |
Common book value at June 30, 2011, per share | | $ | 927,765 | | $ | 9.26 | |
| | | | | |
Net income to common shareholders and non-controlling interest, excluding non-cash fair value adjustments included in net income | | 17,899 | | 0.18 | |
| | | | | |
Fair value adjustments included in net income: | | | | | |
CDO bonds payable | | 162,271 | | 1.62 | |
Trust preferred debt | | 55,686 | | 0.56 | |
Securities and investments held at fair value | | (200,776 | ) | (2.00 | ) |
Derivatives | | (60,718 | ) | (0.61 | ) |
| | | | | |
Change in other comprehensive income | | (3,972 | ) | (0.04 | ) |
| | | | | |
Common dividends | | (10,022 | ) | (0.10 | ) |
| | | | | |
Accretion (dilution) from additional shares issued during quarter (1) | | 2,215 | | 0.01 | |
Total net increases/(decreases) | | (37,417 | ) | (0.38 | ) |
| | | | | |
Common book value at September 30, 2011, per share (2)(3) | | $ | 890,348 | | $ | 8.88 | |
(1) Related to amortization of LTIP shares and issuance of common shares from the Dividend Reinvestment and Stock Purchase Plan.
(2) Common book value calculated as total stockholder’s equity of $1,102 million and non-controlling interest in the operating partnership of $30 million less preferred stock of $241 million.
(3) Cumulative net unrealized adjustments total a positive $490 million ($4.89 per share), credit loss provisions total a negative $191 million ($1.91 per share) and accumulated depreciation and amortization total a negative $151 million ($1.51 per share) as of September 30, 2011. Excluding all unrealized adjustments, loan loss provisions and accumulated depreciation and amortization would result in a $7.41 adjusted book value per share at September 30, 2011.
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NRFC NNN Holdings, LLC Portfolio Summary
($ in thousands)
| | | | | | | | Years | | | | | | Acquisition | |
Date | | | | | | Square | | Net | | Acquisition | | Existing | | Cost less | |
Acquired | | Tenant or Guarantor of Tenant | | Location/MSA | | Feet | | Lease (1) | | Cost (2) | | Debt | | Debt | |
| | | | | | | | | | | | | | | |
Oct-2004 | | ALGM Portfolio - Sbarro, Inc. (3) | | One property in New York, NY | | 7,500 | | 1.3 | | $ | 3,246 | | $ | — | | $ | 3,246 | |
Nov-2007 | | Alliance Data Systems Corp. | | Columbus, OH | | 199,112 | | 6.2 | | 33,826 | | 23,011 | | 10,815 | |
Mar-2007 | | Citigroup, Inc. | | Fort Mill, SC/Charlotte | | 165,000 | | 9.1 | | 34,303 | | 29,945 | | 4,358 | |
Jun-2007 | | Landis Logistics / East Penn | | Reading, PA | | 609,000 | | 6.3 | | 28,473 | | 18,414 | | 10,059 | |
Jun-2006 | | Covance, Inc. | | Indianapolis, IN | | 333,600 | | 14.3 | | 34,519 | | 27,513 | | 7,006 | |
Feb-2007 | | Credence Systems Corp. | | Milpitas, CA/San Jose | | 178,213 | | 5.4 | | 30,144 | | 21,269 | | 8,875 | |
Sep-2006 | | Dick’s Sporting Goods, Inc. / PetSmart, Inc. (3) | | 9 properties | | 467,971 | | 4.3-12.9 | | 64,503 | | 47,022 | | 17,481 | |
Sep-2005 | | Electronic Data Systems Corp. | | 2 in MI / 1 in CA / 1 in PA | | 387,842 | | 4.0 | | 62,718 | | 45,622 | | 17,096 | |
Aug-2005 | | GSA - U.S. Department of Agriculture | | Salt Lake City, UT | | 117,553 | | 0.6 | | 22,424 | | 14,736 | | 7,688 | |
Jul-2006 | | Northrop Grumman Space & Mission Systems Corp | . | Aurora, CO/Denver | | 183,529 | | 3.8 | | 43,625 | | 32,834 | (4) | 10,791 | |
Mar-2006 | | Party City Corp. (Amscan) / Lerner Enterprises, Inc. | | Rockaway, NJ/ Northern NJ | | 121,038 | | 3.7-5.8 | | 21,955 | | 16,699 | | 5,256 | |
Feb-2006 | | Quantum Corporation (5) | | Colorado Springs, CO | | 406,207 | | 1.2-9.4 | | 27,635 | | 17,678 | | 9,957 | |
| | | | | | | | | | | | | | | |
Total NRFC NNN Holdings, LLC Portfolio | | | | 3,176,565 | | 6.7 | | $ | 407,371 | | $ | 294,743 | | $ | 112,628 | |
(1) Remaining lease term as of September 30, 2011. Total represents weighted average based on acquisition cost.
(2) Acquisition cost does not include purchase price allocations.
(3) One ALGM property and six of ten Dick’s Sporting Goods, Inc. / PetSmart, Inc. properties are ground lease interests.
(4) Property is financed via a $32.3 million first mortgage with a third party and a $0.5 million mezzanine loan held by a consolidated NorthStar entity.
(5) Dollar amounts shown are 50% of total relating to NRFC NNN Holding’s, LLC subsidiary’s 50% interest in a joint venture with an institutional investor.
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Portfolio Cash Flow and Tenant Credit Profile
($ in thousands)
| | Three Months Ended September 30, 2011 | | Primary Tenant | |
Tenant or Guarantor of Tenant | | Base Rent | | NOI | | Debt Service | | NOI Less Debt Service | | Market Cap (1) | | Actual Credit Rating | |
| | | | | | | | | | | | | |
ALGM Portfolio - Sbarro, Inc. | | $ | 251 | | $ | 251 | | $ | — | | $ | 251 | | N/A | (2) | not rated | |
Alliance Data Systems Corp. | | 582 | | 581 | | (455 | ) | 126 | | 4,720 | | not rated | |
Citigroup, Inc. | | 538 | | 537 | | (512 | ) | 25 | | 74,891 | | A/A3 | |
Landis Logistics / East Penn | | 198 | | 95 | | (356 | )(3) | (261 | ) | N/A | (4) | not rated | |
Covance, Inc. | | 638 | | 638 | | (517 | ) | 121 | | 3,605 | | not rated | |
Credence Systems Corp. | | 688 | | 686 | | (447 | ) | 239 | | 312 | | not rated | |
Dick’s Sporting Goods, Inc. / PetSmart, Inc. | | 1,321 | | 1,295 | | (973 | ) | 322 | | 4,453 | | not rated (5) | |
Electronic Data Systems Corp. | | 1,508 | | 1,506 | | (824 | ) | 682 | | 13,900 | | not rated | |
GSA - U.S. Department of Agriculture | | 579 | | 446 | | (302 | ) | 144 | | N/A | | implied AAA | |
Northrop Grumman Space & Mission Systems Corp. | | 846 | | 846 | | (750 | ) | 96 | | 19,278 | | BBB+/Baa1 | |
Party City Corp. (Amscan) / Lerner Enterprises, Inc. | | 459 | | 459 | | (304 | ) | 155 | | 362 | (6) | B/B2 (7) | |
Quantum Corporation (50%) | | 611 | | 610 | | (319 | ) | 291 | | 759 | | B/B2 | |
| | | | | | | | | | | | | |
Total | | $ | 8,219 | | $ | 7,950 | | $ | (5,759 | ) | $ | 2,191 | | | | | |
(1) Based on information from Bloomberg at close of market on September 30, 2011.
(2) Sole tenant in leasehold interest, Sbarro, Inc. filed for bankruptcy protection (Chapter 11) in April 2011 and they are expected to assume our lease. No other recent data is available.
(3) Debt service is currently funded from a reserve account made up of an early lease termination fee received from prior tenant, not reflected in this schedule.
(4) Privately-held company, market capitalization information is not publicly disclosed.
(5) Dick’s Sporting Goods, Inc. is not rated by the major credit rating agency’s. PetSmart, Inc. is rated BB by S&P.
(6) Represents purchase price by Amscan Holdings, Inc. (controlled by Berkshire Partners and Weston Presidio) for Party City in December 2005. No other recent data is available.
(7) 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.
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Safe Harbor Statement
Certain items in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which can be identified by words like “anticipate,” “believe,” “plan,” “hope,” “goal,” “expect,” “future,” “intend,” “will,” “could” and “should,” and similar expressions. These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements; NorthStar can give no assurance that its expectations will be attained. Forward-looking statements are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying any forward-looking statements will not materialize or will vary significantly from actual results. Variations of assumptions and results may be material. Factors that could cause actual results to differ materially from NorthStar’s expectations include, but are not limited to, changes in economic conditions generally and the real estate and bond markets specifically, availability of capital, ability to pursue available acquisitions and investment opportunities, possible impairments, ability to achieve targeted returns, increases in non-performing loans, capital raising at & performance of NSREIT, ability to realize annualized cash yields, ability to compete effectively for servicing and selling agreements, failure to make new investments as and when anticipated, generally accepted accounting principles and policies and rules applicable to REITs. Factors that could cause actual results to differ materially from those in the forward-looking statements are specified in the Company’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2010. Such forward-looking statements speak only as of the date of this press release. NorthStar expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.
Contact:
Investor Relations
Joe Calabrese
(212) 827-3772
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