Assets and Related Liabilities Held For Disposition | 11. Assets and Related Liabilities Held for Disposition Total assets and related liabilities held for disposition are summarized below, all of which relate to discontinued operations (Note 12). At March 31, 2022, these were composed predominantly of five remaining equity method investments excluded from the December 2021 OED sale. At December 31, 2021, they also included assets and liabilities held by NRF Holdco related primarily to the Wellness Infrastructure business, prior to its sale in February 2022. (In thousands) March 31, 2022 December 31, 2021 Assets Restricted cash $ — $ 65,022 Real estate, net — 3,079,416 Loans receivable — 55,878 Equity and debt investments 149,826 250,246 Deferred leasing costs and other intangible assets, net — 118,300 Other assets 1,481 100,720 Due from affiliates — 7,033 Total assets held for disposition $ 151,307 $ 3,676,615 Liabilities Debt, net (1) $ — $ 2,869,360 Lease intangibles and other liabilities 758 219,339 Total liabilities related to assets held for disposition $ 758 $ 3,088,699 __________ (1) Represents debt related to assets held for disposition that was assumed by the acquirer upon sale of the assets. Included the 5.375% exchangeable senior notes and junior subordinated debt (as described in Note 14) which were obligations of NRF Holdco as the issuer. Nonrecurring Fair Value of Assets Classified as Held for Disposition and Discontinued Operations The Company measures fair value of certain assets on a nonrecurring basis when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. The Company initially measures assets classified as held for disposition at the lower of their carrying amounts or fair value less disposal costs. For bulk sale transactions, the unit of account is the disposal group, with any excess of the aggregate carrying value over estimated fair value less costs to sell allocated to the individual assets within the group. 2022 At March 31, 2022, there were no assets held for sale that were measured at fair value on a nonrecurring basis. Impairment loss of $23.8 million was recorded in the three months ended March 31, 2022 based upon the final carrying value of net assets of the Wellness Infrastructure business upon closing of the disposition of NRF Holdco in February 2022. 2021 At December 31, 2021, only real estate held for disposition that pertained to the Wellness Infrastructure business was carried at nonrecurring fair value, having been impaired $313.4 million during the year ended December 31, 2021 based upon the sales price for NRF Holdco. For the three months ended March 31, 2021, impairment was $15.2 million, primarily on Wellness Infrastructure real estate held for disposition prior to its classification as discontinued operations. Other assets that had been impaired during 2021 pertained to the OED and Other IM portfolio that were disposed in December 2021. Recurring Fair Value of Assets Classified as Held for Disposition and Discontinued Operations Equity Investments Carried at Net Asset Value ("NAV") —These are equity investments held for disposition that were valued based upon NAV, specifically interest in a private fund of $2.3 million at March 31, 2022, and additionally, including interest in a Company-sponsored non-traded REIT that was disposed in February 2022, totaling $31.2 million at December 31, 2021. Equity Method Investments under Fair Value Option —Equity method investments under fair value option of $76.7 million at March 31, 2022 and $79.3 million at December 31, 2021 were measured based upon indicative sales price, classified as Level 3 fair value. Loans Receivable under Fair Value Option —There were no loans held for disposition at March 31, 2022. At December 31, 2021, the loan held for disposition represents a component of the overall sales price for NRF Holdco, which was subsequently disposed in February 2022. Debt Securities —Prior to the sale of NRF Holdco in February 2022, the Company had investments in debt securities, composed of AFS N-Star CDO bonds, which were subordinate bonds retained by NRF Holdco from its sponsored collateralized debt obligations ("CDOs"), and CDO bonds originally issued by NRF Holdco that it subsequently repurchased at a discount, all of which were collateralized primarily by commercial real estate debt and securities. The balance of N-Star CDO bonds at December 31, 2021, classified as Level 3 fair value, is summarized as follows. Amortized Cost without Allowance for Credit Loss Allowance for Credit Loss Gross Cumulative Unrealized (in thousands) Gains Losses Fair Value December 31, 2021 $ 55,041 $ (24,882) $ 6,372 $ — $ 36,531 Prior to its sale, the fair value of N-Star CDO bonds represent a component of the overall sales price for the disposition of NRF Holdco. There was no provision for credit loss in 2022 prior to disposition but $0.2 million was recognized in 2021. Credit losses were determined based upon an analysis of the present value of contractual cash flows expected to be collected from the underlying collateral as compared to the amortized cost basis of the security. Level 3 Recurring Fair Values The following table presents changes in recurring Level 3 fair value assets held for disposition. Realized and unrealized gains (losses) are included in AOCI for AFS debt securities, other gain (loss) for loans receivable and equity method losses for equity method investments, all of which are presented in discontinued operations (Note 12). Fair Value Option (In thousands) AFS Debt Securities Held for Disposition Loans Held for Disposition Equity Method Investments Held for Disposition Fair value at December 31, 2020 $ 28,576 $ 1,258,539 $ 153,259 Purchases, drawdowns, contributions and accretion 10,283 3,631 (6,953) Paydowns, distributions and sales (691) (8,798) — Change in accrued interest and capitalization of paid-in-kind interest — 4,991 — Allowance for credit losses (194) — — Realized and unrealized losses in earnings, net — (199,082) (23,895) Other comprehensive loss (1) (3,309) (33,072) (4,707) Fair value at March 31, 2021 $ 34,665 $ 1,026,209 $ 117,704 Net unrealized gains (losses) on instruments held at March 31, 2021 In earnings $ (194) $ (199,082) $ (24,820) In other comprehensive loss $ (3,309) N/A N/A Fair value at December 31, 2021 $ 36,531 $ 55,878 $ 79,309 Purchases, drawdowns, contributions and accretion 195 — — Paydowns, distributions and sales (36,726) (54,490) (903) Change in accrued interest and capitalization of paid-in-kind interest — (1,013) — Realized and unrealized losses in earnings, net — (375) — Other comprehensive loss (1) — — (1,721) Fair value at March 31, 2022 $ — $ — $ 76,685 Net unrealized gains (losses) on instruments held at March 31, 2022 In earnings $ — $ — $ — In other comprehensive loss $ — N/A N/A __________ (1) Amounts recorded in OCI for loans receivable and equity method investments represent foreign currency translation differences on the Company's foreign subsidiaries that hold the respective foreign currency denominated investments. 12. Discontinued Operations Discontinued operations represent the following: • Wellness Infrastructure —operations of the Wellness Infrastructure business, along with other non-core assets held by NRF Holdco prior to the sale of 100% of the equity of NRF Holdco in February 2022. The non-core assets held by NRF Holdco were composed primarily of: (i) the Company's equity interest in and management of NorthStar Healthcare Income, Inc., debt securities collateralized largely by certain debt and preferred equity within the capital structure of the Wellness Infrastructure portfolio, limited partnership interests in private equity real estate funds; as well as (ii) the 5.375% exchangeable senior notes, trust preferred securities and corresponding junior subordinated debt, all of which were issued by NRF Holdco who acts as guarantor. The sales price for 100% of the equity of NRF Holdco was $281 million, composed of $126 million in cash and a $155 million unsecured promissory note (the "Seller Note"). In addition, NRF Holdco distributed approximately $35 million of cash to the Company prior to closing. The Seller Note, which is classified as held for investment, matures five years from closing of the sale, accruing paid-in-kind interest at 5.35% per annum. The sale included the acquirer's assumption of $2.57 billion of consolidated investment level debt on various healthcare portfolios in which the Company owned between 69.6% and 81.3%, and $293.7 million of debt at NRF Holdco. • Other —operations of substantially all of the Company's OED investments and Other IM business that were previously in the Other segment prior to sale of the Company's equity interests and subsequent deconsolidation of these subsidiaries in December 2021, for which the Company received cash consideration of $443.4 million, net of closing adjustments of $31.2 million. The OED investments and Other IM business are composed of various non-digital real estate, real estate-related equity and debt investments, general partner interests and management rights with respect to these assets, and underlying compensation and administrative costs for managing these assets. Also included in discontinued operations are the economics related to the management of BRSP prior to termination of its management contract, which had resulted in a one-time termination payment of $102.3 million in April 2021. • Hotel —operations of the Company's Hospitality segment and the THL Hotel Portfolio that was previously in the Other segment. In March 2021, the Company sold 100% of the equity in its hotel subsidiaries holding five of the six portfolios in the Hospitality segment, and the Company's 55.6% interest in the THL Hotel Portfolio which was deconsolidated upon sale. The remaining hotel portfolio that was in receivership was sold by the lender in September 2021. Income (loss) from discontinued operations is presented below. Three Months Ended March 31, (In thousands) 2022 2021 Revenues Property operating income $ 69,202 $ 229,489 Interest income 1,025 5,953 Fee income 4,910 20,198 Other income 5,144 11,137 Revenues from discontinued operations 80,281 266,777 Expenses Property operating expense 36,669 178,484 Interest expense 112,947 110,722 Transaction-related costs and investment expense 3,347 9,971 Depreciation and amortization 2,339 50,880 Impairment loss 23,802 123,760 Compensation and administrative expense 22,051 28,759 Expenses from discontinued operations 201,155 502,576 Other income (loss) Gain on sale of real estate — 45,750 Other loss, net (624) (200,043) Equity method earnings (losses) 11,988 (94,886) Loss from discontinued operations before income taxes (109,510) (484,978) Income tax benefit 2,112 3,718 Loss from discontinued operations (107,398) (481,260) Loss from discontinued operations attributable to: Noncontrolling interests in investment entities (6,175) (303,851) Noncontrolling interests in Operating Company (8,135) (16,908) Loss from discontinued operations attributable to DigitalBridge Group, Inc. $ (93,088) $ (160,501) |