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8-K - 8-K - NORTHSTAR REALTY FINANCE CORP.a11-11718_18k.htm

Exhibit 99.1

 

 

NORTHSTAR REALTY FINANCE

ANNOUNCES FIRST QUARTER 2011 RESULTS

 

First Quarter Highlights

 

·                  AFFO per share of $0.26.

 

·                  $285 million available liquidity at March 31, 2011, including $193 million of unrestricted cash.

 

·                  Declared first quarter 2011 cash dividend of $0.10 per common share.

 

·                  Raised $172.5 million of unsecured corporate capital during the first quarter 2011.

 

·                  Repurchased $138 million par amount of NorthStar CDO bonds for $40 million, representing an average discount to par of 71%.

 

·                  Retired $36 million par amount of NorthStar’s 7.25% exchangeable notes due June 2012.

 

·                  Added to Standard and Poor’s Select Servicer list and assigned a CMBS special servicer rating by Fitch.

 

NEW YORK, NY, May 5, 2011 - NorthStar Realty Finance Corp. (NYSE: NRF) today announced its results for the quarter ended March 31, 2011.

 

First Quarter 2011 Results

 

NorthStar reported adjusted funds from operations (“AFFO”) for the first quarter 2011 of $0.26 per share compared with a loss of ($0.41) per share for the first quarter 2010.  AFFO for the first quarter 2011 was $21.4 million compared with a loss of ($33.9) million for the first quarter 2010.  Net loss to common stockholders for the first quarter 2011 was ($103.8) million, or ($1.33) per share, compared to a net loss of ($24.9) million, or ($0.33) per share for the first quarter 2010. First quarter 2011 net loss includes ($122.3) million of unrealized losses relating to non-cash mark-to-market adjustments, compared to a net gain of $19.5 million relating to non-cash mark-to-market adjustments for the first quarter 2010, principally caused by tightening credit spreads increasing the value of NorthStar’s liabilities during the first quarter 2011.  The non-cash mark-to-market gains and losses are excluded from AFFO.  Realized gains totaled $20.9 million for the first quarter 2011, compared with $1.4 million for the first quarter 2010.

 

At March 31, 2011, diluted GAAP book value per common share was $11.11. For a reconciliation of net income to AFFO and diluted book value per common share, please refer to the tables on the following pages.

 

David T. Hamamoto, chairman and chief executive officer, commented, “We are very pleased with the execution of our recent $172.5 million exchangeable notes offering and we have already successfully deployed a significant portion of the proceeds.  The offering allows us to very comfortably manage our only other recourse debt, while also allowing us to pursue compelling investment opportunities.  Year-to-date, we have invested $119 million, including repurchasing $207 million par amount of our CDO bonds at an average discount to par of 67%, and repurchasing $49 million par amount of our exchangeable notes. Additionally, we were recently selected as the winning bidder of the ‘B piece’ in a new approximately $2 billion CMBS securitization in which we intend to appoint NorthStar as the special servicer.”

 

Mr. Hamamoto continued, “We are also extremely pleased to announce the appointment of Debra Hess as our new Chief Financial Officer.  Debra’s 25 years of financial, accounting and compliance experience at public companies such as Goldman, Sachs & Co., Fortress Investment Group and Newcastle Investment Corp., including as a chief financial officer, will be a tremendous asset to our organization.”

 

Investment, Business and Fee Income Summary

 

During the first quarter 2011, NorthStar invested $40 million of unrestricted cash to repurchase $138 million par amount of its CDO bonds with an average original credit rating of AA-/Aa3, representing a 71% average discount to par.  As of March 31, 2011, NorthStar owned a total of $408 million of its own CDO bonds, which are eliminated on NorthStar’s consolidated balance sheet.  For additional details related to these CDO bonds, please refer to the tables on the following pages of this press

 



 

release.  During the first quarter 2011, NorthStar also retired $36 million par amount of its 7.25% exchangeable notes due in June 2012 for approximately $38 million.

 

During the first quarter 2011, NorthStar was designated as an approved special servicer on Standard and Poor’s Select Servicer list and was assigned a CMBS special servicer rating by Fitch, which provides NorthStar the ability to act as special servicer in CMBS securitizations rated by S&P and Fitch.  At March 31, 2011, NorthStar owned $2.8 billion face amount of CMBS comprising over 600 separate positions and will seek to appoint itself as special servicer in securitizations where it becomes the controlling class holder.

 

During the first quarter 2011, NorthStar sold a leasehold interest comprised of 17,665 square feet of retail space located in New York City for $7 million. Proceeds from the sale are held in an escrow account that is earmarked to repay the 11.5% exchangeable notes due in June 2013 (the “Escrow Account”).  As of March 31, 2011, the total cash in the Escrow Account was $10 million.

 

During the first quarter 2011, NorthStar received management fees from its CDOs totaling $4.8 million and special servicing fees of $0.2 million. These fees are eliminated on NorthStar’s statement of operations due to the consolidation of NorthStar’s CDOs. For more information regarding NorthStar’s CDO management fees, please refer to the tables on the following pages of this press release. In addition, during the first quarter 2011, NorthStar received $0.1 million of advisor fees from NorthStar’s sponsored non-traded REIT.

 

NorthStar had approximately $7.4 billion of assets under management at March 31, 2011 based on the par amount of loans and securities and purchase prices of owned real estate assets.

 

Liquidity, Financing and Capital Markets

 

Total available liquidity at March 31, 2011 was approximately $285 million, including $193 million of unrestricted cash and cash equivalents, and $92 million of uninvested and available cash in NorthStar’s CDO financings. At March 31, 2011, NorthStar’s only unrestricted cash needs relating to non-discretionary future funding obligations associated with existing loan commitments totaled approximately $2 million.

 

During the first quarter 2011, NorthStar issued $172.5 million of 7.50% exchangeable senior notes due 2031 (“Notes”). Prior to the maturity date (commencing in March 2016) and upon the occurrence of specified events, the Notes are exchangeable into cash, shares of NorthStar’s common stock or a combination of cash and shares, at NorthStar’s option, at an initial exchange price of $6.44 per share. Please see NorthStar’s Current Report on Form 8-K filed on March 9, 2011 for a more complete description of the Notes.

 

During the first quarter 2011, NorthStar Real Estate Income Trust, a non-listed REIT sponsored by NorthStar, raised $9.3 million with executed selling agreements with broker-dealers covering an average of approximately 2,700 registered representatives for the quarter.  NorthStar sponsored non-listed REITs have raised a total of $40 million at March 31, 2011. NRF Capital Markets LLC, NorthStar’s wholly-owned broker-dealer subsidiary, currently has executed selling agreements with broker-dealers covering more than 12,000 registered representatives and is in the due diligence phase with firms covering more than 20,000 registered representatives. There is no assurance that NRF Capital Markets, LLC will execute selling agreements with all or any of the broker-dealers that are currently conducting due diligence.

 

Risk Management

 

At March 31, 2011, exclusive of the CapitalSource CDO (“CSE CDO”), NorthStar had two loans on non-performing status (“NPL”) having a $41 million aggregate outstanding principal balance and a $2 million book value, compared to four loans representing $65 million aggregate principal balance and $26 million book value, as of December 31, 2010.  In addition, at March 31, 2011, the CSE CDO had seven loans on NPL status having a $158 million aggregate outstanding principal balance and a $10 million book value, compared to nine loans representing a $193 million aggregate outstanding principal balance and a $24 million book value as of December 31, 2010. NorthStar designates a loan as non-performing at such time as the loan becomes 90 days delinquent on contractual debt service payments or the loan has a maturity default.

 

2



 

During the first quarter 2011, NorthStar recorded $24.5 million of loan loss provisions relating to eight loans. As of March 31, 2011, loan loss reserves totaled $188 million, or 11% of total NorthStar loans (exclusive of CSE CDO loans), related to 18 loans having a book value of $241 million.

 

As of March 31, 2011, NorthStar’s net lease portfolio was 89% leased with a 6.4-year weighted average remaining lease term.  For more information regarding the net lease assets (exclusive of healthcare net leased real estate), please refer to the tables on the following pages of this press release.

 

Albert Tylis, co-president and chief operating officer, commented, “Looking ahead, we intend to remain disciplined in our investment approach and management of our portfolio. At the same time, we will continue to be opportunistic and seek to capitalize on investment opportunities, both within our own $7.4 billion portfolio and where we may be uniquely positioned to utilize our broad and sophisticated investment platform.”

 

Stockholder’s Equity

 

At March 31, 2011, NorthStar had 82,695,078 total common shares and operating partnership units outstanding, and $30 million of non-controlling interest relating to its operating partnership. Book value per diluted common share was $11.11 at March 31, 2011. Exclusive of all unrealized mark-to-market adjustments, loan loss reserves, and accumulated depreciation and amortization, book value at March 31, 2011 would be $8.32 per diluted common share. For a calculation of book value per diluted common share, please refer to the tables on the following pages of this press release.

 

Subsequent Events

 

In April 2011, NorthStar completed the sale of a portfolio of healthcare net lease assisted living facilities for $101.5 million. The buyer assumed $73.5 million of mortgage debt secured by the assets in the portfolio.

 

In April 2011, NorthStar invested $29 million of unrestricted cash to purchase $68 million par amount of its CDO bonds, representing an average discount to par of 58%.  As of April 30, 2011, NorthStar owned a total of $477 million of its own CDO bonds.  Additionally, following the end of the first quarter 2011, NorthStar retired $8.5 million par amount of its 7.25% exchangeable notes and $4.0 million par amount of its 11.5% exchangeable notes, resulting in an outstanding principal balance of $23 million and $47 million (net of $10 million held in the Escrow Account) of its 7.25% exchangeable notes due in 2012 and its 11.5% exchangeable notes due in 2013, respectively.

 

In April 2011, NorthStar was selected as the winning bidder of the “B-piece” in a new approximately $2 billion CMBS securitization. NorthStar anticipates appointing itself as special servicer of the securitization. NorthStar expects the transaction to close in the second quarter of 2011 and expects to utilize approximately $7 million of unrestricted cash and $20 of restricted cash in its CDO financings as part of the transaction.

 

On May 4, 2011, NorthStar announced that its Board of Directors declared a dividend of $0.10 per share of common stock, payable with respect to the quarter ended March 31, 2011.  The dividend will be paid on May 25, 2011 to shareholders of record as of the close of business on May 18, 2011.

 

Earnings Conference Call

 

NorthStar will hold a conference call to discuss first quarter 2011 financial results on Thursday May 5, 2011, at 11:00 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 Lisa Meyer, chief accounting officer.  The Company will post on its website, www.nrfc.com, a March 31, 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 877-941-0843 or for international callers, by dialing 480-629-9643.

 

A replay of the call will be available one hour after the call through Thursday May 12, 2011 by dialing 800-406-7325 or 303-590-3030 for international callers, using pass code 4433541.

 

3



 

About NorthStar Realty Finance Corp.

 

NorthStar Realty Finance Corp. is a finance REIT that primarily originates and invests in commercial real estate debt, real estate securities and net lease properties.  For more information about NorthStar Realty Finance Corp., please visit www.nrfc.com.

 

4


 


 

NorthStar Realty Finance Corp.

Consolidated Statements of Operations

($ in thousands, except per share amounts)

 

 

 

Three Months Ended
March 31,

 

 

 

2011

 

2010

 

 

 

(unaudited)

 

(unaudited)

 

Revenues and other income:

 

 

 

 

 

Interest income

 

$

97,640

 

$

57,575

 

Rental and escalation income

 

32,927

 

19,289

 

Commission income

 

918

 

 

Other revenue

 

333

 

2,194

 

Total revenues

 

131,818

 

79,058

 

Expenses:

 

 

 

 

 

Interest expense

 

33,420

 

32,163

 

Real estate properties – operating expenses

 

12,497

 

1,601

 

Asset management expenses

 

1,680

 

711

 

Commission expense

 

717

 

 

Asset management fees – related parties

 

 

450

 

Provision for loan losses

 

24,500

 

36,316

 

Provision for equity investment losses

 

4,482

 

 

General and administrative:

 

 

 

 

 

Salaries and equity-based compensation (1)

 

12,741

 

16,532

 

Auditing and professional fees

 

2,419

 

2,158

 

Other general and administrative

 

4,163

 

4,077

 

Total general and administrative

 

19,323

 

22,767

 

Depreciation and amortization

 

8,082

 

7,785

 

Total expenses

 

104,701

 

101,793

 

Income/(loss) from operations

 

27,117

 

(22,735

)

Equity in (loss)/earnings of unconsolidated ventures

 

(2,228

)

1,349

 

Unrealized (loss) on investments and other

 

(152,218

)

(439

)

Realized gain on investments and other

 

20,872

 

1,433

 

Loss from continuing operations

 

(106,457

)

(20,392

)

Income from discontinued operations

 

409

 

289

 

Gain on sale from discontinued operations

 

5,031

 

 

Consolidated net loss

 

(101,017

)

(20,103

)

Less: net loss allocated to the non-controlling interests

 

5,464

 

411

 

Preferred stock dividends

 

(5,231

)

(5,231

)

Contingently redeemable non-controlling interest accretion

 

(3,009

)

 

 

 

 

 

 

 

Net loss attributable to NorthStar Realty Finance Corp. common stockholders

 

$

(103,793

)

$

(24,923

)

Net (loss) per common share attributable to NorthStar Realty Finance Corp. common stockholders (basic/diluted)

 

$

(1.33

)

$

(0.33

)

Weighted average number of shares of common stock:

 

 

 

 

 

Basic

 

78,196,016

 

75,068,654

 

Diluted

 

82,534,563

 

82,217,223

 

 


(1) The three months ended March 31, 2011 and 2010 include $2,034 and $5,058 of equity-based compensation expense, respectively.  The three months ended March 31, 2010 includes $3,583 of cash compensation expense and $1,014 of equity based compensation expense relating to a separation and consulting agreement with a former executive.

 

5



 

NorthStar Realty Finance Corp.

Consolidated Balance Sheets

($ in thousands)

 

 

 

March 31,

 

December 31,

 

 

 

2011

 

2010

 

 

 

(unaudited)

 

 

 

ASSETS:

 

 

 

 

 

Cash and cash equivalents

 

$

192,938

 

$

125,439

 

Restricted cash (includes $207,655 and $263,314 from consolidated VIEs, respectively)

 

284,452

 

309,384

 

Operating real estate, net

 

896,838

 

849,499

 

Available for sale securities, at fair value (includes $1,856,742 and $1,668,217 from consolidated VIEs, respectively)

 

1,900,295

 

1,691,054

 

Real estate debt investments, net (includes $1,683,850 and $1,659,882 from consolidated VIEs, respectively)

 

1,793,175

 

1,826,239

 

Real estate debt investments, held-for-sale (includes $18,806 and $18,661 from consolidated VIEs, respectively)

 

18,806

 

18,662

 

Investments in and advances to unconsolidated ventures (includes $ - and $66,959 from consolidated VIEs, respectively)

 

87,795

 

94,412

 

Receivables, net of allowance of $2,409 in 2011 and $2,642 in 2010 (includes net $27,993 and $26,337 from consolidated VIEs, respectively)

 

33,997

 

32,329

 

Unbilled rents receivable

 

10,306

 

10,404

 

Derivative instruments, at fair value (includes $55 and $42 from consolidated VIEs, respectively)

 

55

 

59

 

Deferred costs and intangible assets, net

 

54,679

 

49,811

 

Assets of properties held for sale (includes $5,100 and $13,141 from consolidated VIEs, respectively)

 

96,174

 

104,866

 

Other assets (includes $5,943 and $14,277 from consolidated VIEs, respectively)

 

32,152

 

39,833

 

Total assets

 

$

5,401,662

 

$

5,151,991

 

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

Mortgage notes and loans payable

 

765,155

 

729,212

 

Exchangeable senior notes

 

249,535

 

126,889

 

Bonds payable, at fair value (includes $2,495,062 and $2,258,805 from consolidated VIEs, respectively)

 

2,495,062

 

2,258,805

 

Secured term loans

 

14,682

 

36,881

 

Liability to subsidiary trusts issuing preferred securities, at fair value

 

220,004

 

191,250

 

Accounts payable and accrued expenses (includes $16,356 and $15,668 from consolidated VIEs, respectively)

 

42,742

 

49,792

 

Escrow deposits payable (includes $42,016 and $60,163 from consolidated VIEs, respectively)

 

42,510

 

60,710

 

Derivative liability, at fair value (includes $174,924 and $190,993 from consolidated VIEs, respectively)

 

201,728

 

220,689

 

Liabilities of properties held for sale (includes $ - and $131 from consolidated VIEs, respectively)

 

74,394

 

74,061

 

Other liabilities (includes $7,900 and $8,654 from consolidated VIEs, respectively)

 

26,808

 

31,189

 

Total liabilities

 

4,132,620

 

3,779,478

 

 

 

 

 

 

 

Contingently redeemable non-controlling interest

 

97,831

 

94,822

 

 

 

 

 

 

 

EQUITY:

 

 

 

 

 

NorthStar Realty Finance Corp. Stockholders’ Equity:

 

 

 

 

 

8.75% Series A preferred stock, $0.01 par value, $25 liquidation preference per share, 2,400,000 shares issued and outstanding at March 31, 2011 and December 31, 2010, respectively

 

57,867

 

57,867

 

8.25% Series B preferred stock, $0.01 par value, $25 liquidation preference per share, 7,600,000 shares issued and outstanding at March 31, 2011 and December 31, 2010, respectively

 

183,505

 

183,505

 

Common stock, $0.01 par value, 500,000,000 shares authorized, 78,608,319 and 78,104,753 shares issued and outstanding at March 31, 2011 and December 31, 2010, respectively

 

786

 

781

 

Additional paid-in capital

 

740,165

 

723,102

 

Retained earnings

 

181,920

 

293,382

 

Accumulated other comprehensive loss

 

(34,344

)

(36,119

)

Total NorthStar Realty Finance Corp. Stockholders’ Equity

 

1,129,899

 

1,222,518

 

Non-controlling interest

 

41,312

 

55,173

 

Total equity

 

1,171,211

 

1,277,691

 

Total liabilities and stockholders’ equity

 

$

5,401,662

 

$

5,151,991

 

 

6



 

 

 

Three Months Ended

 

 

 

December 31,

 

 

 

2011

 

2010

 

Funds from Operations:

 

 

 

 

 

Loss from continuing operations

 

$

(106,457

)

$

(20,392

)

Non-controlling interest

 

(128

)

(1,962

)

Consolidated net loss before non-controlling interest in operating partnership

 

(106,585

)

(22,354

)

Adjustments:

 

 

 

 

 

Preferred stock dividends

 

(5,231

)

(5,231

)

Depreciation and amortization

 

8,082

 

7,785

 

Funds from discontinued operations

 

1,074

 

987

 

Real estate depreciation and amortization – unconsolidated ventures

 

232

 

237

 

Funds from Operations

 

(102,428

)

(18,576

)

 

 

 

 

 

 

Adjusted Funds from Operations:

 

 

 

 

 

Funds from Operations

 

$

(102,428

)

$

(18,576

)

Straight-line rental income, net

 

(223

)

(546

)

Straight-line rental income and fair value lease revenue, unconsolidated ventures

 

(21

)

(26

)

Amortization of equity-based compensation

 

2,034

 

5,058

 

Amortization of above/below market leases

 

(214

)

(264

)

Unrealized loss/(gain) from mark-to-market adjustments

 

122,288

 

(20,158

)

Unrealized loss from mark-to-market adjustments, unconsolidated ventures

 

 

625

 

Adjusted Funds from Operations

 

$

21,436

 

$

(33,887

)

 

 

 

 

 

 

FFO per share of common stock

 

$

(1.24

)

$

(0.23

)

AFFO per share of common stock

 

$

0.26

 

$

(0.41

)

 

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. The following discussion defines these terms, which NorthStar believes can be useful measures of its performance.

 

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.

 

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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).

 

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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Balance Sheet Holdings of NorthStar CDO Bonds (1)

at March 31, 2011

($ in thousands)

 

 

 

Current Face Amount

 

 

 

Original Investment
Grade Bonds

 

Original Below
Investment Grade
Bonds

 

Total CDO Bonds

 

 

 

 

 

 

 

 

 

N-Star I

 

 

$

10,000

 

$

10,000

 

N-Star II

 

 

10,000

 

10,000

 

N-Star III

 

16,855

 

0

 

16,855

 

N-Star IV

 

5,000

 

0

 

5,000

 

N-Star V

 

3,807

 

0

 

3,807

 

N-Star VI

 

26,925

 

13,950

 

40,875

 

N-Star VII

 

5,100

 

16,200

 

21,300

 

N-Star VIII

 

63,240

 

59,400

 

122,640

 

N-Star IX

 

57,480

 

13,040

 

70,520

 

CSE RE 2006-A

 

59,930

 

47,450

 

107,380

 

Total

 

$

238,337

 

$

170,040

 

$

408,377

 

 

 

 

 

 

 

 

 

Average original credit rating

 

A+/A

1

BB/ Ba2

 

 

 

 


(1) Unencumbered CDO bonds are owned by NorthStar. These CDO bonds are eliminated with the liability of the respective CDO issuer on NorthStar’s financial statements. Therefore, the acquisition of these CDO bonds results in a reduction of debt and associated interest expense, as opposed to an additional asset and associated interest income.

 

Management Fees From NorthStar CDO Financings at March 31, 2011

($ in thousands)

 

 

 

 

 

 

 

 

 

 

 

Annualized

 

 

 

Fee - Based

 

Annual Management Fee %

 

Management Fee

 

 

 

Assets

 

Senior

 

Subordinate

 

Total

 

Revenue

 

N-Star I

 

$

211,539

 

0.15

%

0.20

%

0.35

%

$

740

 

N-Star II (1)

 

223,834

 

0.15

%

0.20

%

0.35

%

336

 

N-Star III

 

392,668

 

0.15

%

0.20

%

0.35

%

1,374

 

N-Star IV

 

453,806

 

0.15

%

0.20

%

0.35

%

1,588

 

N-Star V

 

535,351

 

0.15

%

0.20

%

0.35

%

1,874

 

N-Star VI

 

504,835

 

0.15

%

0.25

%

0.40

%

2,019

 

N-Star VII

 

604,367

 

0.15

%

0.20

%

0.35

%

2,115

 

N-Star VIII

 

974,132

 

0.15

%

0.25

%

0.40

%

3,897

 

N-Star IX

 

760,155

 

0.15

%

0.25

%

0.40

%

3,041

 

CSE RE 2006-A (1) (2)

 

1,153,304

 

0.15

%

0.25

%

0.40

%

2,270

 

Total

 

$

5,813,991

 

 

 

 

 

 

 

$

19,254

 

 


(1) Subordinate management fees not received for the first quarter.

(2) Includes advancing agent fees received during the first quarter 2011.

 

9



 

NorthStar CDO Financings Cash Distributions and Coverage Test Summary

($ in thousands)

 

 

 

 

 

 

 

Quarterly

 

 

 

 

 

 

 

 

 

Cash Distributions (1)

 

Interest Coverage

 

Overcollateralization

 

 

 

Primary

 

Quarter Ended

 

Cushion (2)

 

Cushion (2)

 

 

 

Collateral

 

March 31,

 

March 31,

 

March 31,

 

At

 

 

 

Type

 

2011

 

2011

 

2011

 

Offering

 

 

 

 

 

 

 

 

 

 

 

 

 

N-Star I

 

CMBS

 

$

447

 

$

(406

)

$

(9,800

)

$

8,687

 

N-Star II

 

CMBS

 

0

 

(122

)

(14,350

)

10,944

 

N-Star III

 

CMBS

 

1,776

 

2,714

 

15,067

 

13,610

 

N-Star IV

 

Loans

 

2,189

 

1,936

 

57,438

 

19,808

 

N-Star V

 

CMBS

 

803

 

1,167

 

1,680

(3)

12,940

 

N-Star VI

 

Loans

 

650

 

923

 

31,639

 

17,412

 

N-Star VII

 

CMBS

 

2,416

 

2,880

 

11,858

 

13,966

 

N-Star VIII

 

Loans

 

3,479

 

3,199

 

118,005

 

42,193

 

N-Star IX

 

CMBS

 

1,640

 

2,530

 

27,019

 

24,516

 

CSE RE 2006-A

 

Loans

 

0

(4)

4,759

 

13,510

 

(151,595

)(5)

 


Table shows cash distributions to the retained income notes. Interest coverage and overcollateralization coverage to the most constrained class.

(1) Cash distributions are exclusive of senior management fees which are not subject to the coverage tests.

(2) Quarterly interest cushion and overcollateralization cushions from remittance report issued on date nearest to March 31, 2011.

(3) As of April 2011, N-Star V’s overcollateralization cushion is negative.

(4) As of March 31, 2011, $7 million is held in escrow pending resolution of certain assets.

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

 

Assets Under Management at March 31, 2011

($ in thousands)

 

 

 

$

 

%

 

Investment grade securities

 

$

967,855

 

13.2

%

First mortgages (1)

 

2,096,325

 

28.5

%

Investment grade net lease (2)

 

161,845

 

2.2

%

Non-investment grade securities

 

2,367,825

 

32.2

%

Mezzanine and other subordinate loans (3)

 

784,696

 

10.7

%

Non-investment grade net lease (2)

 

972,190

 

13.2

%

Total

 

$

7,350,736

 

100.0

%

 


(1) Includes $249 million of junior participations in first mortgages.

(2) Net lease amounts prior to accumulated depreciation and impact of purchase price allocations.

(3) Includes $208 million of investments primarily related to equity investments, joint ventures and real estate owned assets.

 

10



 

NorthStar CDO Investment Summary

($ in thousands)

 

 

 

First Quarter 2011

 

CRE Loans

 

 

 

Purchases

 

$

39,227

 

Future Fundings

 

9,586

 

Repayments / Sales

 

59,742

 

 

 

 

 

CRE Securities

 

 

 

Purchases par

 

$

161,956

 

Purchases cost

 

90,267

 

Purchases avg credit rating

 

A- / A3

 

Sales par

 

92,571

 

Sales cost

 

86,995

 

 

Credit Ratings Distribution of Securities Under Management

($ in thousands)

 

 

 

$

 

%

 

AAA

 

$

159,691

 

4.8

%

AA

 

40,862

 

1.2

%

A

 

204,430

 

6.1

%

BBB

 

538,843

 

16.2

%

BB

 

527,208

 

15.8

%

B

 

356,996

 

10.7

%

CCC

 

613,675

 

18.4

%

CC

 

278,389

 

8.3

%

C

 

360,968

 

10.8

%

Below C

 

254,617

 

7.7

%

Total (average of B /B2)

 

$

3,335,679

 

100.0

%

 

CMBS Vintages Under Management

($ in thousands)

 

 

 

$

 

%

 

Cumulative

 

1997

 

$

34,952

 

1.2

%

1.2

%

1998

 

59,678

 

2.1

%

3.3

%

1999

 

25,099

 

0.9

%

4.2

%

2000

 

100,817

 

3.6

%

7.8

%

2001

 

92,654

 

3.3

%

11.1

%

2002

 

71,799

 

2.6

%

13.7

%

2003

 

117,737

 

4.2

%

17.9

%

2004

 

311,538

 

11.1

%

29.0

%

2005

 

514,741

 

18.4

%

47.4

%

2006

 

835,563

 

29.8

%

77.2

%

2007

 

483,916

 

17.3

%

94.5

%

2008

 

98,046

 

3.5

%

98.0

%

2009

 

54,075

 

1.9

%

99.9

%

2010

 

2,300

 

0.1

%

100.0

%

2011

 

1,000

 

0.0

%

100.0

%

Total

 

$

2,803,915

 

100.0

%

 

 

 

11



 

Book Value Rollforward

($ in thousands, except per share data)

 

 

 

$

 

Per Share

 

Common book value at December 31, 2010 (diluted)

 

$

1,022,235

 

$

12.41

 

 

 

 

 

 

 

Net income to common shareholders and non-controlling interest, excluding non-cash mark-to-market items included in net income

 

12,903

 

0.16

 

 

 

 

 

 

 

Mark-to-market adjustments included in net income:

 

 

 

 

 

CDO notes

 

(302,110

)

(3.67

)

Trust preferred debt

 

(28,770

)

(0.35

)

Securities and investments held at market value

 

189,635

 

2.30

 

Swaps and other hedges

 

18,957

 

0.23

 

 

 

 

 

 

 

Mark-to-market adjustments in other comprehensive income and non-controlling interest:

 

 

 

 

 

Effective hedges

 

1,873

 

0.02

 

 

 

 

 

 

 

Common dividends

 

(8,237

)

(0.10

)

 

 

 

 

 

 

Equity component of exchangeable senior notes issued / repurchased

 

12,139

 

0.15

 

 

 

 

 

 

 

Accretion/(dilution) from additional shares issued during quarter (1)

 

114

 

(0.04

)

Total net increases/(decreases)

 

(103,496

)

(1.30

)

 

 

 

 

 

 

Common book value at March 31, 2011 (diluted) (2)

 

$

918,739

 

$

11.11

 

 


(1) Relates primarily to amortization of LTIP shares and issuance of common shares from DRIP and DSPP.

Per share dilution as a result of common shares issued.

(2) Cumulative net mark-to-market adjustments total a positive $573.5 million ($6.93 per diluted share), credit loss reserves total a negative $188.6 million ($2.28 per diluted share) and accumulated real estate depreciation and amortization total a negative $154.3 million ($1.86 per diluted share) as of March 31, 2011. Excluding all mark-to-market adjustments, loan loss reserves, and accumulated depreciation and amortization would result in a $8.32 diluted book value per common share at March 31, 2011.

 

12



 

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 - Various (3) (4)

 

One property in New York, NY

 

7,500

 

1.8

 

$

3,246

(5)

$

0

 

$

3,246

 

Nov-2007

 

Alliance Data Systems Corp.

 

Columbus, OH

 

199,112

 

6.7

 

33,826

 

23,160

 

10,666

 

Mar-2007

 

Citigroup, Inc.

 

Fort Mill, SC/Charlotte

 

165,000

 

9.6

 

34,303

 

30,099

 

4,204

 

Jun-2007

 

Landis Logistics (6)

 

Reading, PA

 

609,000

 

5.8

 

28,473

 

18,575

 

9,898

 

Jun-2006

 

Covance, Inc.

 

Indianapolis, IN

 

333,600

 

14.8

 

34,519

 

27,693

 

6,826

 

Feb-2007

 

Credence Systems Corp.

 

Milpitas, CA/San Jose

 

178,213

 

5.9

 

30,144

 

21,512

 

8,632

 

Sep-2006

 

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

 

9 properties

 

467,971

 

4.8-13.4

 

64,503

 

47,462

 

17,041

 

Sep-2005

 

Electronic Data Systems Corp.

 

2 in MI / 1 in CA / 1 in PA

 

387,842

 

4.5

 

62,718

 

46,013

 

16,705

 

Dec-2005

 

Cincom Systems, Inc. (7)

 

Springdale, OH/Cincinnati

 

486,963

 

10.8

 

69,341

 

51,480

 

17,862

 

Aug-2005

 

GSA - U.S. Department of Agriculture

 

Salt Lake City, UT

 

117,553

 

1.1

 

22,424

 

14,950

 

7,474

 

Jul-2006

 

Northrop Grumman Space & Mission Systems Corp. (8)

 

Aurora, CO/Denver

 

183,529

 

4.3

 

43,625

 

33,231

 

10,394

 

Mar-2006

 

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

 

Rockaway, NJ/ Northern NJ

 

121,038

 

4.2-6.3

 

21,955

 

16,819

 

5,135

 

Feb-2006

 

Quantum Corporation (9)

 

Colorado Springs, CO

 

406,207

 

1.7-9.9

 

27,635

 

17,820

 

9,815

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total NRFC NNN Holdings, LLC Portfolio

 

 

 

3,663,528

 

6.7

 

$

476,712

 

$

348,814

 

$

127,898

 

 


(1)

Remaining lease terms as of March 31, 2011. Total represents weighted average based on acquisition cost.

(2)

Acquisition cost does not include purchase price allocations.

(3)

On May 18, 2010, a 10,800 square foot property in the portfolio sold for $3.3 million, and on March 30, 2011, a 17,665 square foot property in the portfolio sold for $7.4 million. The proceeds are being held in escrow for use in acquiring a suitable replacement property.

(4)

One ALGM portfolio property, and six of ten Dick’s Sporting Goods, Inc. / PetSmart, Inc. properties are ground lease interests.

(5)

One ALGM property was owned by NorthStar’s predecessor prior to NorthStar’s initial public offering. The value in acquisition cost column reflects the undepreciated book value when the properties were transferred to a subsidiary of NRFC NNN Holdings, LLC at the time of NorthStar’s initial public offering (10/29/04).

(6)

Landis Logistics commenced a seven year lease on January 5, 2010 for 105,000 square feet.

(7)

As of March 15, 2010, General Electric Co. vacated approximately 312,409 square feet of space. In November 2010 the mortgage lender declared a payment default and began foreclosure proceedings. In April 2011, NorthStar completed a deed in lieu of foreclosure and paid approximately $2.5 million for certain interest payments, tenant improvements and leasing commissions in connection with the property.

(8)

The Northrop Grumman Space & Mission Systems Corp. property is financed with a $32.5 million first mortgage with a third party and a $0.8 million mezzanine loan held by a consolidated NorthStar entity.

(9)

Dollar amounts shown are 50% of total values, representing NRFC NNN Holding’s, LLC subsidiary’s 50% interest in a joint venture with an institutional investor.

 

13


 


 

Portfolio Cash Flow and Tenant Credit Profile

($ in thousands)

 

 

 

Three Months Ended March 31, 2011

 

Primary Tenant

 

 

 

 

 

 

 

 

 

NOI Less

 

 

 

Actual

 

Tenant or Guarantor of Tenant

 

Base Rent

 

NOI

 

Debt
Service

 

Debt
Service

 

Market Cap (1)

 

Credit
Rating

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALGM Portfolio - Various

 

$

366

 

$

263

 

 

$

263

 

mixed tenants

 

 

 

Alliance Data Systems Corp.

 

582

 

573

 

(455

)

118

 

$

4,278

 

not rated

 

Citigroup, Inc.

 

538

 

530

 

(510

)

20

 

128,267

 

A/A3

 

Landis Logistics

 

104

 

(123

)

(332

)

(455

)

N/A

(2)

not rated

 

Covance, Inc.

 

638

 

630

 

(517

)

113

 

3,713

 

not rated (3)

 

Credence Systems Corp.

 

679

 

670

 

(447

)

223

 

312

 

not rated

 

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

 

1,309

 

1,231

 

(973

)

258

 

4,907

 

not rated (4)

 

Electronic Data Systems Corp.

 

1,508

 

1,499

 

(824

)

675

 

13,900

 

not rated (5)

 

Cincom Systems, Inc. (6)

 

574

 

297

 

(768

)

(471

)

N/A

(2)

not rated

 

GSA - U.S. Department of Agriculture

 

579

 

445

 

(302

)

143

 

N/A

 

implied AAA

 

Northrop Grumman Space & Mission Systems Corp.

 

814

 

814

 

(701

)

113

 

17,850

 

BBB+/Baa1

 

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

 

441

 

441

 

(303

)

138

 

362

(7)

B/B2 (8)

 

Quantum Corporation (50%)

 

606

 

592

 

(332

)

260

 

691

 

B/B2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

8,738

 

$

7,862

 

(6,464

)

$

1,398

 

 

 

 

 

 


(1)

Based on information from Bloomberg at close of market on March 31, 2011.

(2)

Privately-held company, market capitalization information is not publicly disclosed.

(3)

Covance has a $1.3 billion net worth and minimal long-term debt according to its December 31, 2010 financial statements.

(4)

PetSmart, Inc. is rated BB by S&P.

(5)

In August 2008, Hewlett-Packard Co. purchased Electronic Data Systems for $13.9 billion. During the first quarter of 2010, ratings for EDS were withdrawn.

(6)

As of March 15 , 2010, General Electric Co. vacated approximately 312,409 square feet of space. GE’s quarterly base rent had been $771,000. In November 2010, the mortgage lender declared a payment default and began foreclosure proceedings. In April 2011, NorthStar completed a deed in lieu of foreclosure and paid approximately $2.5 million for certain interest payments, tenant improvements and leasing commissions in connection with the property.

(7)

In December 2005, Amscan Holdings, Inc. (controlled by Berkshire Partners and Weston Presidio) purchased Party City for $362 million.

(8)

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.

 

14


 


 

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, 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

 

15