NorthStar Realty Finance Announces Third Quarter 2015 Results

09 Nov, 2015, 07:00 ET from NorthStar Realty Finance Corp.

NEW YORK, Nov. 9, 2015 /PRNewswire/ --

Third Quarter 2015 Highlights

  • Cash available for distribution ("CAD") of $0.85 per share.
  • Third quarter 2015 cash dividend of $0.75 per common share.
  • In October 2015, completed spin-off of European REIT into a separate publicly-traded company, NorthStar Realty Europe Corp. ("NRE").
  • Acquired $870 million of CRE investments in the third quarter 2015, representing $340 million of invested equity.

NorthStar Realty Finance Corp. (NYSE: NRF) today announced its results for the third quarter ended September 30, 2015.

Third Quarter 2015 Results

NorthStar Realty reported CAD for the third quarter 2015 of $157.0 million, or $0.85 per share. Net (loss) to common stockholders for the third quarter 2015 was $(126.1) million, or $(0.69) per diluted share.

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

Jonathan A. Langer, Chief Executive Officer, commented, "NorthStar Realty continues to diligently execute its disciplined business strategies and remains committed to building a portfolio of diversified commercial real estate assets that we expect will generate long-term, durable cash flows. With the company trading at a significant discount to its net asset value, we believe our stock represents an extremely attractive investment opportunity."

Mr. Langer added, "We continue to maintain an ample amount of liquidity and are well positioned to take advantage of dislocations in the market, including through repurchases of our common stock. In addition, we are actively working to extract value throughout our portfolio by pursuing opportunities to monetize all or portions of certain of our assets, which would generate additional liquidity and provide a means for incremental earnings growth."

Portfolio Results and Performance Metrics

Below are portfolio results and performance metrics for the third quarter 2015. Same-store results are presented for direct real estate properties that NorthStar Realty owned as of September 30, 2014. A substantial portion of our healthcare real estate and multi-tenant office businesses were acquired subsequent to the third quarter 2014 and, accordingly, same-store results will be included beginning the first quarter 2016. For private equity fund investments and financial investments such as loans, securities and CDO equity, information presented represents third quarter 2015 results compared to second quarter 2015 results. For more information and a reconciliation of net operating income ("NOI") to property and other related revenues net of property operating expenses, please refer to the tables on the following pages.

Healthcare Real Estate

    • For the third quarter 2015, combined healthcare portfolio NOI was $102.9 million.

Medical Office Buildings

    • For the third quarter 2015, NOI was $25.5 million, remaining lease term was 6.7 years and occupancy was 90%.

Independent Living Facilities

    • For the third quarter 2015, NOI was $12.4 million and occupancy was 93%.

Senior Housing – Triple Net Lease

    • For the third quarter 2015, NOI was $14.7 million, remaining lease term was 11.4 years and lease (EBITDAR) coverage was 1.6x.

Senior Housing – RIDEA

    • For the third quarter 2015, NOI was $17.7 million and occupancy was 88%.

Skilled Nursing Facilities

    • For the third quarter 2015, NOI was $27.7 million, remaining lease term was 9.0 years and lease (EBITDAR) coverage was 1.5x.

Hospitals

    • For the third quarter 2015, NOI was $4.9 million, remaining lease term was 10.8 years and lease (EBITDAR) coverage was 2.6x.

Hotels

    • For the third quarter 2015, EBITDA was $80.6 million, RevPAR was $102.2, occupancy was 80% and EBITDA margin was 38%.
    • For portfolios owned as of September 30, 2014, EBITDA was $53.5 million, RevPAR was $102.2, occupancy was 79% and EBITDA margin was 38% for the third quarter 2015, compared to EBITDA of $48.4 million, RevPAR of $97.0, occupancy of 78% and EBITDA margin of 36% for the third quarter 2014.

Europe Real Estate

Office

    • For the third quarter 2015, NOI was $30.3 million, remaining lease term was 4.8 years and occupancy was 93%. Third quarter 2015 NOI includes a partial quarter of NOI related to the $619 million office property located in Frankfurt, Germany acquired in July 2015.

Other

    • For the third quarter 2015, NOI was $2.0 million, remaining lease term was 6.5 years and occupancy was 61%.

Manufactured Housing Communities

    • For the third quarter 2015, NOI was $26.4 million, monthly rent was $488.4 and economic occupancy was 85%, compared to NOI of $25.5 million, monthly rent of $469.9 and economic occupancy of 85% for the third quarter 2014.

Net Lease Real Estate

    • For the third quarter 2015, NOI was $15.0 million, remaining lease term was 9.0 years and occupancy was 96%, compared to NOI of $15.1 million, remaining lease term of 10.0 years and occupancy of 99% for the third quarter 2014.

Multifamily Real Estate

    • For the third quarter 2015, NOI was $6.3 million, occupancy was 93% and monthly rent was $800.9, compared to NOI of $5.6 million, occupancy of 94% and monthly rent of $761.5 for the third quarter 2014.

Multi-tenant Office Real Estate

    • For the third quarter 2015, NOI was $2.7 million, remaining lease term was 3.1 years and occupancy was 89%.

Interest in Private Equity Funds

    • For the third quarter 2015, aggregate distributions were $182.3 million, of which $55.1 million was income earned and aggregate contributions totaled $2.2 million. As of September 30, 2015, aggregate portfolio net carrying value was $1.11 billion with a yield of 17.0%. For the second quarter 2015, aggregate distributions were $231.5 million, of which $52.4 million was income earned and aggregate contributions were $3.8 million and fundings related to deferred purchase prices were $42.9 million. As of June 30, 2015, aggregate portfolio net carrying value was $1.19 billion with a yield of 18.1%.

Balance Sheet Loans

    • For the third quarter 2015, aggregate portfolio income earned on invested equity was $24.6 million. During the third quarter 2015, repayments totaled $7.5 million. Subsequent to the third quarter, we received a payoff of loans from RXR Realty, LLC ("RXR") totaling $215.9 million.  As of September 30, 2015, aggregate portfolio carrying value was $805.8 million, net of $65.9 million of credit facility financing (or $589.9 million carrying value net of the RXR loan repayment), with a yield on equity of 11.0% (or 10.9% yield on equity net of the RXR loan repayment). For the second quarter 2015, aggregate portfolio income earned on invested equity was $31.2 million. During the second quarter 2015, repayments totaled $158.6 million. As of June 30, 2015, aggregate portfolio carrying value was $703.4 million, net of $65.9 million of credit facility financing, with a yield on equity of 12.5%.

N-Star CDO Bonds and Other Securities

    • For the third quarter 2015, aggregate portfolio income earned was $14.9 million, which includes $3.1 million related to repurchased CDO bonds that are eliminated in consolidation. As of September 30, 2015, the principal amount of the portfolio, excluding repurchased CDO bonds that are eliminated in consolidation, was $497.1 million with an amortized cost of $237.7 million and a yield of 19.1%. As of September 30, 2015, the principal amount of repurchased CDO bonds that are eliminated in consolidation was $135.4 million. For the second quarter 2015, aggregate portfolio income earned was $14.4 million, which includes $2.7 million related to repurchased CDO bonds that are eliminated in consolidation. As of June 30, 2015, the principal amount of the portfolio, excluding repurchased CDO bonds that are eliminated in consolidation, was $508.9 million with an amortized cost of $240.8 million and a yield of 19.9%. As of June 30, 2015, the principal amount of repurchased CDO bonds that are eliminated in consolidation was $107.7 million.

CDO Equity and Other Income

    • For the third quarter 2015, aggregate equity distributions and other income was $23.2 million. For the second quarter 2015, aggregate equity distributions and other income was $23.0 million.

Investments

Europe

    • During the third quarter 2015, NorthStar Realty acquired a $619 million predominately office property located in Frankfurt, Germany. NorthStar Realty Europe expects to earn an initial current yield of approximately 8% on its $250 million of invested equity.
    • The property was contributed to NRE subsequent to the third quarter 2015 at the completion of the spin-off of NRE ("NRE Spin-off").

Hotel Real Estate

    • During the third quarter 2015, NorthStar Realty acquired a $143 million hotel portfolio consisting of three premium branded hotels containing over 800 rooms located in close proximity to the Miami International Airport. NorthStar Realty expects to earn an initial current yield of approximately 19% on its $39 million of invested equity.

Manufactured Housing Real Estate

    • During the third quarter 2015, NorthStar Realty entered into a definitive agreement to acquire a $141 million portfolio of 13 manufactured housing communities with approximately 4,000 rental pads located across seven states. NorthStar Realty expects to earn an initial current yield of approximately 14% on its $31 million of invested equity. RHP, our existing joint venture partner and operator, will be a 15% joint venture partner in the transaction.

Opportunistic Real Estate Investments

    • During the third quarter 2015, NorthStar Realty acquired limited partnership interests in real estate private equity funds with a net asset value of $75 million. NorthStar Realty funded $24 million at closing with an incremental $50 million in purchase price payable in two installments over the two years following closing. NorthStar Realty expects to earn an initial weighted average current yield of approximately 26% on its invested equity.

Repurchased N-Star CDO Bonds

    • During the third quarter 2015, repurchased $36 million principal amount of N-Star CDO bonds for $27 million. NorthStar Realty expects to earn an initial weighted average yield to expected maturity of approximately 16%.
    • Subsequent to the third quarter 2015, repurchased $27 million principal amount of N-Star CDO bonds for $20 million. NorthStar Realty expects to earn an initial weighted average yield to expected maturity of approximately 17%.

NorthStar Realty Total Assets

  • Assets as of September 30, 2015 totaled approximately $17.5 billion, including assets of deconsolidated CDOs and investments that NorthStar Realty acquired or committed to acquire subsequent to the third quarter 2015 and excluding the European real estate assets contributed in the NRE Spin-off (as discussed below).
  • Approximately 85% of the $17.5 billion of total assets are comprised of direct and indirect ownership interests in real estate.

Supplemental Disclosure

  • Please refer to the supplemental presentation that will be posted on NorthStar Realty's website, www.nrfc.com, which provides substantial additional details regarding NorthStar Realty's investments.

Liquidity, Financing and Capital Markets Highlights

  • During the third quarter 2015, N-Star CDO IV was liquidated, the third-party senior bondholders were re-paid in full and NorthStar Realty received aggregate $50 million from its N-Star CDO IV equity interest and owned CDO bonds. In connection with the liquidation, NorthStar Realty acquired $73 million of CRE debt investments which were funded with $48 million of credit facility financing and $25 million of invested equity.

Corporate Debt

  • In July 2015, NorthStar Realty completed a private offering of $340 million aggregate principal amount of NRE's 4.625% senior stock-settlable notes due December 2016, which includes $40 million purchased by the underwriters in connection with the exercise of their over-allotment option. These notes were contributed to NRE in the NRE Spin-off.

Common Equity

  • Subsequent to the third quarter 2015, NorthStar Realty received net proceeds of $240 million from 7.1 million shares of its common stock through the existing forward sale agreement.
  • During the third quarter 2015, NorthStar Realty issued 0.2 million shares of common stock in connection with the exchange of $3 million principal amount of 5.375% notes.

Liquidity as of November 5, 2015

$ in millions

Unrestricted cash 

$                          340

Undrawn corporate revolving credit facility

335

Total liquidity

$                         675

Stockholders' Equity

On September 29, 2015, the Board of Directors of NRF authorized the repurchase of up to $500 million of its outstanding common stock. The repurchases will occur from time to time in the open market and/or in privately negotiated transactions as market conditions permit. The authorization will expire in September 2016, unless otherwise extended by NRF's Board of Directors. In September 2015, NRF repurchased approximately $18.2 million of its common stock.

Common shares, LTIPs and RSUs not subject to performance hurdles, outstanding

Amounts in millions

Weighted average for Q3'15

184.5

Total outstanding as of September 30, 2015

184.0

Common shares from forward sale agreement subsequent to 9/30/15

7.1

Total outstanding as of November 5, 2015 after 1-for-2 reverse stock split

191.1

Potential Additional Shares

Common shares underlying remaining exchangeable notes

1.2

Grand total

192.3

 Earnings Conference Call

NorthStar Realty will host a conference call to discuss third quarter 2015 financial results on November 9, 2015, at 9:00 a.m. Eastern time.  Hosting the call will be Jonathan A. Langer, Chief Executive Officer and Debra A. Hess, Chief Financial Officer, as well as Executives of NorthStar Asset Management Group, David T. Hamamoto, Executive Chairman, Al Tylis, Chief Executive Officer and Daniel R. Gilbert, Chief Investment and Operating Officer.

The call will be webcast live over the Internet from NorthStar Realty'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 888-713-4508, or for international callers, by dialing 913-312-0702, and using passcode 1149759.

A replay of the call will be available two hours after the call through November 15, 2015 by dialing 888-203-1112 or, for international callers, 719-457-0820, using pass code 1149759.

About NorthStar Realty Finance Corp.

NorthStar Realty Finance Corp. is a diversified commercial real estate company that is organized as a REIT and is managed by an affiliate of NorthStar Asset Management Group Inc. (NYSE: NSAM), a global asset management firm. For more information about NorthStar Realty Finance Corp., please visit www.nrfc.com.

About NorthStar Realty Europe Corp.

NorthStar Realty Europe Corp. is a diversified European-focused commercial real estate company that is organized as a REIT and is managed by an affiliate of NorthStar Asset Management Group Inc. (NYSE: NSAM), a global asset management firm. For more information about NorthStar Realty Europe Corp., please visit www.nrecorp.com.

 

NorthStar Realty Finance Corp.

Consolidated Statements of Operations

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

(Unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

2015(1)

2014(1)

2015(1)

2014(1)

Property and other revenues

Rental and escalation income

$          235,588

$            86,648

$         613,882

$         232,749

Hotel related income

219,427

79,194

594,284

101,720

Resident fee income

70,257

25,027

199,463

40,087

Other revenue

2,920

3,456

10,207

10,035

Total property and other revenues

528,192

194,325

1,417,836

384,591

Net interest income

Interest income

60,844

80,915

185,990

235,461

Interest expense on debt and securities

1,735

2,979

5,691

9,368

Net interest income on debt and securities

59,109

77,936

180,299

226,093

Expenses

Management fee, related party

51,285

39,363

151,260

39,363

Other interest expense

141,232

59,923

381,225

143,836

Real estate properties – operating expenses

263,529

93,124

698,890

165,858

Other expenses

6,706

2,457

17,043

4,282

Transaction costs

5,583

44,410

134,029

84,170

Provision for (reversal of) loan losses, net

53

-

820

2,719

General and administrative expenses

Salaries and related expense

1,861

3,160

7,554

23,880

Equity-based compensation expense(2)

6,178

8,478

24,713

20,262

Other general and administrative expenses

4,984

2,821

13,742

10,923

Total general and administrative expenses

13,023

14,459

46,009

55,065

Depreciation and amortization

137,674

51,775

375,208

112,496

Total expenses

619,085

305,511

1,804,484

607,789

Other income (loss)

Unrealized gain (loss) on investments and other

(141,243)

(15,377)

(189,417)

(214,322)

Realized gain (loss) on investments and other

1,492

(15,938)

14,607

(61,770)

Gain (loss) from deconsolidation of N-Star CDOs

-

-

-

(31,423)

Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense)

(171,535)

(64,565)

(381,159)

(304,620)

Equity in earnings (losses) of unconsolidated ventures

60,359

41,694

171,738

109,630

Income tax benefit (expense)

2,659

(3,460)

2,285

(8,224)

Income (loss) from continuing operations

(108,517)

(26,331)

(207,136)

(203,214)

Income (loss) from discontinued operations(2)

(11)

(278)

(11)

(6,989)

Net income (loss)

(108,528)

(26,609)

(207,147)

(210,203)

Net (income) loss attributable to non-controlling interests

3,477

1,144

15,110

7,392

Preferred stock dividends

(21,060)

(21,060)

(63,178)

(52,241)

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

$         (126,111)

$           (46,525)

$        (255,215)

$        (255,052)

Earnings (loss) per share:

Income (loss) per share from continuing operations

$               (0.69)

$               (0.46)

$              (1.49)

$              (2.78)

Income (loss) per share from discontinued operations

-

-

(0.00)

(0.08)

Basic

$               (0.69)

$               (0.46)

$              (1.49)

$              (2.86)

Diluted 

$               (0.69)

$               (0.46)

$              (1.49)

$              (2.86)

Weighted average number of shares:(3)

Basic

182,343,301

100,213,445

171,137,667

89,260,193

Diluted 

184,187,524

100,213,445

172,475,489

90,634,691

Dividends declared per share of common stock(3)

$                0.75

$                0.80

$               2.35

$               2.80

(1)

The consolidated financial statements for the three months ended September 30, 2015 and 2014 and nine months ended September 30, 2015 represent the Company's results of operations following the NSAM Spin-off. The nine months ended September 30, 2014 includes: (i) the Company's results of operations for the three months ended September 30, 2014 which represents the activity following the NSAM Spin-off; and (ii) the Company's results of operations for the six months ended June 30, 2014 which represents a carve-out of revenues and expenses attributable to NSAM recorded in discontinued operations. As a result, the nine months ended September 30, 2015 may not be comparable to the prior period presented.

(2)

The nine months ended September 30, 2014 includes $13.7 million of equity-based compensation recorded in discontinued operations.

(3)

Adjusted for the one-for-two reverse stock split completed on November 1, 2015. The dividend per share for the third quarter 2015 represents the first dividend declared subsequent to the NRE Spin-off.

 

NorthStar Realty Finance Corp.

Consolidated Balance Sheets

($ in thousands)

September 30, 2015

December 31,

(Unaudited)

2014

Assets

Cash and cash equivalents

$                 386,034

$                 296,964

Restricted cash

347,616

395,056

Operating real estate, net

13,078,423

10,301,292

Real estate debt investments, net

965,719

1,067,667

Investments in private equity funds, at fair value

1,194,946

962,038

Investments in unconsolidated ventures

154,936

207,777

Real estate securities, available for sale

754,911

878,514

Receivables, net

81,072

111,358

Receivables, related parties

1,801

3,158

Unbilled rent receivable, net

43,176

16,404

Derivative assets, at fair value

24,054

3,247

Deferred costs and intangible assets, net

1,043,540

812,583

Assets of properties held for sale

372,715

29,012

Other assets

173,971

241,286

Total assets(1)

$            18,622,914

$            15,326,356

Liabilities

Mortgage and other notes payable

$            10,596,175

$              8,535,863

Credit facilities

785,903

732,780

Senior notes

340,000

-

CDO bonds payable, at fair value

343,553

390,068

Securitization bonds payable

-

41,823

Exchangeable senior notes

29,374

41,762

Junior subordinated notes, at fair value

184,679

215,172

Accounts payable and accrued expenses

227,444

188,330

Due to related party

52,023

47,430

Escrow deposits payable

17,377

67,750

Derivative liabilities, at fair value

133,382

17,915

Liabilities of properties held for sale

273,360

28,962

Other liabilities

418,462

304,845

Total liabilities(2)

13,401,732

10,612,700

Commitments and contingencies 

Equity

NorthStar Realty Finance Corp. Stockholders' Equity

Preferred stock, $986,640 aggregate liquidation preference as of September 30, 2015 and December 31, 2014

939,118

939,118

Common stock, $0.01 par value, 500,000,000 shares authorized, 181,838,809 and 150,842,021

shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively(3)

1,818

1,508

Additional paid-in capital

5,879,680

4,828,928

Retained earnings (accumulated deficit)

(2,095,339)

(1,422,399)

Accumulated other comprehensive income (loss)

54,746

49,540

     Total NorthStar Realty Finance Corp. stockholders' equity

4,780,023

4,396,695

Non-controlling interests

441,159

316,961

Total equity

5,221,182

4,713,656

Total liabilities and equity

$            18,622,914

$            15,326,356

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

Restricted cash

$                     8,711

$                     4,601

Operating real estate, net

-

7,137

Real estate debt investments, net 

24,684

25,325

Real estate securities, available for sale

433,861

463,050

Receivables

1,919

2,304

Other assets 

446

242

Total assets of consolidated VIEs

$                 469,621

$                 502,659

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

CDO bonds payable, at fair value

$                 343,553

$                 390,068

Accounts payable and accrued expenses 

1,309

1,761

Derivative liabilities, at fair value 

10,389

17,707

Other liabilities 

856

1,784

Total liabilities of consolidated VIEs

$                 356,107

$                 411,320

(3)

Adjusted for the one-for-two reverse stock split completed on November 1, 2015.

Non-GAAP Financial Measure

Included in this press release is Cash Available for Distribution, or CAD, a certain "non-GAAP financial measure", which measures NorthStar Realty'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 Realty believes this metric can be a useful measure of its performance which is further defined below.

Cash Available for Distribution (CAD) 

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 cash (such as transaction costs and cash flow related to N-Star CDO equity interests) and non-cash items (such as depreciation and amortization, equity-based compensation, realized gain (loss) on investments, provision for loan losses, asset impairment; bad debt expense and non-cash interest income and expense items). We adjust for transaction costs because these costs are not a meaningful indicator of our recurring operating performance.  For instance, these transaction costs include costs such as professional fees associated with new investments, which are non-recurring expenses related to specific transactions.  We also adjust for the cash flow related to N-Star CDO equity interests which represents the net interest generated from the N-Star CDO equity interests.  This net interest is a component of our ongoing return on its investment, and therefore, is adjusted in CAD as it provides investors and management with a meaningful indicator of our recurring operating performance.  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.  N-Star CDO bond discounts relates to repurchased CDO bonds of consolidated CDO financing transactions at a discount to par. These CDO bonds typically have a low interest rate and the majority of the return is generated from repurchasing the CDO bonds at a discount to expected recovery value.  Because the return generated through the accretion of the discount is a meaningful contributor to our recurring operating performance, such accretion is adjusted in CAD.  The computation for the accretion of the discount under U.S. GAAP and CAD is the same.  However, for CDO financing transactions that are consolidated under U.S. GAAP, the CDO bonds are not presented as an investment but rather are eliminated in our consolidated financial statements. In addition, we adjust for distributions and adjustments to joint venture partners which represent the net return generated from our investments allocated to our non-controlling interests. For our owned hotels, our CAD calculation is equivalent to earnings before interest, taxes, depreciation and amortization (EBITDA), the hotel industry standard metric, which does not make an adjustment for FF&E reserves. 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 and the following items: depreciation and amortization items including depreciation and amortization, straight-line rental income or expense (excluding amortization of rent free periods), 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 consolidated 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 loan losses, net; impairment on depreciable property; bad debt expense; deferred tax benefit (expense); acquisition gains or losses; distributions and adjustments related to joint venture partners; transaction costs; foreign currency gains (losses); impairment on goodwill and other intangible assets; 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 Realty 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 and nine months ended September 30, 2015 (dollars in thousands):

 

Reconciliation of Cash Available for Distribution

(Amount in thousands except per share data)

Three Months Ended 

Nine Months Ended 

September 30, 2015

September 30, 2015

Net income (loss) attributable to common stockholders

$                 (126,111)

$                    (255,215)

Non-controlling interests 

(3,477)

(15,110)

Adjustments:

Depreciation and amortization items (1)

157,982

441,615

N-Star CDO bond discounts (2)

3,076

8,255

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

(11,165)

(30,726)

Unrealized (gain) loss from fair value adjustments / Provision for loan losses, net

138,447

181,504

Realized (gain) loss on investments (3)

7,800

9,561

Distributions / adjustments to joint venture partners

(12,383)

(32,360)

Transaction costs and other (4)

2,865

145,409

CAD

$                157,034

$                    452,933

CAD per share (5)

$                      0.85

$                          2.62

 

(1)

The three months ended September 30, 2015 includes depreciation and amortization of $138.4 million (including $0.7 million related to unconsolidated ventures), straight-line rental income of $(7.4) million, amortization of above/below market leases of $4.6 million, amortization of deferred financing costs of $15.5 million, amortization of discount on financings and other of $0.8 million and amortization of equity based compensation of $6.2 million. The nine months ended September 30, 2015 includes depreciation and amortization of $377.3 million (including $2.1 million related to unconsolidated ventures), straight-line rental income of $(23.1) million, amortization of above/below market leases of $10.6 million, amortization of deferred financing costs of $44.4 million, amortization of discount on financings and other of $7.7 million and amortization of equity based compensation of $24.7 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 September 30, 2015 excludes $(6.0) million related to securities in our consolidated CDOs, $(0.8) million of foreign currency, $(0.2) million related to conversion of exchangeable notes and $(0.9) million of other and includes $8.8 million related to the liquidation of CDO IV and $0.5 million of accelerated amortization on CDO bonds. The nine months ended September 30, 2015 excludes ($8.6) million related to securities in our consolidated CDOs, $3.0 million related to a real estate asset sale in our consolidated CDO, $(2.3) million of foreign currency, $(1.3) million related to conversion of exchangeable notes and $(0.4) million of other and includes $15.4 million primarily related to accelerated amortization on CDO bonds and $8.8 million related to the liquidation of CDO IV.

(4)

The three months ended September 30, 2015 includes $5.6 million of transaction costs, $1.9 million of cash flow related to N-Star CDO equity interests, $(6.0) million of deferred tax expense and $1.4 million of bad debt expense and one-time items. The nine months ended September 30, 2015 includes $127.7 million of transaction costs primarily related to costs associated with the acquisition of real estate including $2.5 billion of pan-European primarily office portfolios, $22.7 million of cash flow related to N-Star CDO equity interests, $(14.5) million of deferred tax expense and $9.5 million of bad debt expense and one-time items.

(5)

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

Net Operating Income (NOI) 

Portfolio results and performance metrics represent 100% for all consolidated investments and represents NorthStar Realty's ownership percentage for unconsolidated joint ventures. Net operating income represents total property and related revenues, adjusted for: (i) amortization of above/below market rent; (ii) straight line rent (except with respect to rent free period for European real estate), (iii) other items such as adjustments related to joint ventures and bad debt expense and (iv) less property operating expenses. Performance metrics included in this press release including remaining lease term, occupancy, economic occupancy, lease (EBITDAR) coverage, RevPAR, EBITDA margin and monthly rent are all calculated on a weighted average basis.

The following table presents a reconciliation of NOI to property and other related revenues less property operating expenses for the three months ended September 30, 2015 (dollars in thousands):

Total

Healthcare

Hotel

Manufactured Housing

Net Lease

Multifamily

Multi-tenant Office

Europe(1)

Property and other revenues

Rental and escalation income

$ 235,588

$ 118,047

$           -

$        43,175

$   17,685

$       9,911

$          5,451

$  41,319

Hotel related income

219,427

-

219,427

-

-

-

-

-

Resident fee income

70,257

70,257

-

-

-

-

-

-

Other revenue(2)

2,330

234

146

691

31

661

148

419

Total property and other revenues

527,602

188,538

219,573

43,866

17,716

10,572

5,599

41,738

Real estate properties—operating expenses

263,529

84,553

138,801

19,453

2,243

4,883

2,543

11,053

Adjustments:

Interest income(3)

2,661

1,256

-

1,405

-

-

-

-

Equity in earnings(4)

(77)

-

-

-

-

(77)

-

-

Amortization and other items(5)

(425)

(2,384)

(199)

619

(437)

699

(386)

1,663

NOI

$ 266,232

$ 102,857

$   80,573

$        26,437

$   15,036

$       6,311

$          2,670

$  32,348

(1)

Our European real estate portfolio was contributed to NorthStar Realty Europe upon the completion of the NRE Spin-off.

(2)

Certain other revenue earned is not included as part of NOI, including collateral management fees for administrative services in our N-Star CDOs, that are not part of our real estate segment.

(3)

Represents interest income earned from notes receivable on manufactured homes and loans in the Griffin-American healthcare real estate portfolio.

(4)

Includes an adjustment related to an unconsolidated joint venture in a multifamily property.

(5)

Primarily includes amortization of straight-line rental income (except with respect to rent free period for European real estate), amortization of above/below market leases and bad debt expense.

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, and Section 21E of the Securities Exchange Act of 1934, as amended. 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, our ability to realize any benefits of the spin-off of NRE; the significant discount to net asset value of our stock's trading price, including whether our stock represents an extremely attractive investment opportunity; our ability to extract value from our portfolio, including through opportunities to monetize all or portions of certain of our assets or otherwise; whether any such monetization transactions will be consummated or achieve the anticipated benefits, including additional liquidity and providing a means for incremental earnings growth; the long-term growth prospects of our business in the United States and in Europe; the resulting effects of becoming an externally managed company, including the payment of substantial fees to our manager, an affiliate of NorthStar Asset Management Group Inc. (NSAM), the allocation of investments by our manager among us and NSAM's other managed companies, and various conflicts of interest in our relationship with NSAM; the performance of our real estate portfolio generally; our ability to maintain dividend payments, at current levels, or at all; the diversification of our portfolio; our ability to close on our recent commitments to acquire real estate investments; our liquidity and financial flexibility, as well as our ability to take advantage of dislocations in the market, including through repurchases of our stock; the timing and amount of borrowings under our revolving credit facility and facility agreement; our ability to comply with the required affirmative and negative covenants, including the financial covenants; whether we will continue to diligently execute our business strategies in a disciplined manner; our ability to build a portfolio of diversified commercial real estate assets that can generate long-term durable cash flows; the impact of changes to our cost of capital, including on our ability to make accretive investments; NSAM's ability to source and consummate attractive investment opportunities on our behalf, both domestically and internationally; whether we will realize any potential upside in our limited partnership interests in real estate private equity funds or any appreciation above our original cost basis of our real estate portfolio; the equity and debt mix of our real estate portfolio, including any concentration of European investments; the 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; our ability to generate attractive risk-adjusted total returns; whether we will produce higher cash available for distribution (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 meet various coverage tests with respect to our CDOs; our dividend yield; the size and timing of offerings or capital raises; the ability to opportunistically participate in commercial real estate refinancings; 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; adverse economic conditions and the impact on the commercial real estate industry; our use of leverage; our ability to obtain mortgage financing on our real estate portfolio; the effect of economic conditions on the valuations of our investments; illiquidity of properties in our portfolio; our ability to manage our costs in line with our expectations and the impact on our CAD; 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 comply with domestic and international laws or regulations governing various aspects of our business; regulatory requirements with respect to our business and the related cost of compliance; changes in laws or regulations governing various aspects of our business; competition for qualified personnel, including our ability to retain key personnel; the loss of our exemption from the definition of "investment company" under the Investment Company Act of 1940, as amended; 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, 2014, 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, 2014. 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.

SOURCE NorthStar Realty Finance Corp.



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