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8-K - 8-K - NorthStar Realty Europe Corp. | nreproforma8-k.htm |
Exhibit 99.1
NORTHSTAR REALTY EUROPE CORP.
TABLE OF CONTENTS
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NORTHSTAR REALTY EUROPE CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On December 12, 2018, a subsidiary of NorthStar Realty Europe Corp. (the “Company”) completed the sale of Trianon Tower and received net proceeds of approximately $363 million (the “Trianon Sale”) after repayment of mortgage financing and associated prepayment penalties, its $6 million retained preferred equity interest and transaction costs (based on the September 30, 2018 applicable exchange rate). The Trianon Sale, the repayment of the mortgage financing and the $6 million preferred equity investment are referred to, collectively, as the “Transactions.”
The unaudited pro forma condensed consolidated balance sheet as of September 30, 2018 included in Exhibit 99.1 have been prepared giving effect to the Transactions as if they were completed on September 30, 2018.
The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2018 and the year ended December 31, 2017 included in Exhibit 99.1 have been prepared giving effect to the Transactions as if they occurred on January 1, 2017, the beginning of the earliest period presented.
The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the financial position or results of operations of the Company had the Transactions been completed as of the beginning of the earliest period presented, nor indicative of future results of operations or future financial position of the Company. The unaudited pro forma condensed consolidated financial statements should be read in connection with the historical consolidated financial statements and notes thereto of the Company, included as Item 8 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, and as Item 1 in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018.
The unaudited pro forma condensed consolidated financial statements reflect management’s best estimates based on currently available information.
NORTHSTAR REALTY EUROPE CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 2018
(Dollars in Thousands)
As Reported (Unaudited) | Trianon Sale Adjustments (Note 2) | Pro Forma | |||||||||
Assets | |||||||||||
Operating real estate, gross | $ | 1,566,505 | $ | (603,537 | ) | $ | 962,968 | ||||
Less: accumulated depreciation | (119,133 | ) | 49,976 | (69,157 | ) | ||||||
Operating real estate, net | 1,447,372 | (553,561 | ) | 893,811 | |||||||
Preferred equity investments | 34,137 | 5,970 | 40,107 | ||||||||
Cash and cash equivalents | 61,869 | 363,024 | 424,893 | ||||||||
Restricted cash | 7,097 | — | 7,097 | ||||||||
Receivables, net | 8,013 | (1,077 | ) | 6,936 | |||||||
Derivative assets, at fair value | 10,941 | (4,901 | ) | 6,040 | |||||||
Intangible assets, net | 100,831 | (38,180 | ) | 62,651 | |||||||
Other assets, net | 28,466 | (10,954 | ) | 17,512 | |||||||
Total assets | $ | 1,698,726 | $ | (239,679 | ) | $ | 1,459,047 | ||||
Liabilities | |||||||||||
Mortgage and other notes payable, net | $ | 1,092,708 | $ | (381,670 | ) | $ | 711,038 | ||||
Accounts payable and accrued expenses | 16,954 | (3,553 | ) | 13,401 | |||||||
Due to affiliates | 4,259 | — | 4,259 | ||||||||
Derivative liabilities, at fair value | 426 | — | 426 | ||||||||
Intangible liabilities, net | 25,142 | (14,714 | ) | 10,428 | |||||||
Other liabilities | 24,276 | (4,380 | ) | 19,896 | |||||||
Total liabilities | 1,163,765 | (404,317 | ) | 759,448 | |||||||
Commitments and contingencies | |||||||||||
Redeemable noncontrolling interest | 1,930 | (1,930 | ) | — | |||||||
Equity | |||||||||||
NorthStar Realty Europe Corp. Stockholders’ Equity | |||||||||||
Preferred stock | — | — | — | ||||||||
Common stock | 498 | — | 498 | ||||||||
Additional paid-in capital | 860,853 | 158 | 861,011 | ||||||||
Retained earnings (accumulated deficit) | (333,464 | ) | 178,308 | (155,156 | ) | ||||||
Accumulated other comprehensive income (loss) | 1,564 | (11,905 | ) | (10,341 | ) | ||||||
Total NorthStar Realty Europe Corp. stockholders’ equity | 529,451 | 166,561 | 696,012 | ||||||||
Noncontrolling interests | 3,580 | 7 | 3,587 | ||||||||
Total equity | 533,031 | 166,568 | 699,599 | ||||||||
Total liabilities, redeemable noncontrolling interest and equity | $ | 1,698,726 | $ | (239,679 | ) | $ | 1,459,047 |
Refer to accompanying notes to unaudited pro forma condensed consolidated financial statements.
NORTHSTAR REALTY EUROPE CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Nine Months Ended September 30, 2018
(Dollars in Thousands, Except Per Share Data)
As Reported (Unaudited) | Trianon Sale Adjustments (Note 2) | Pro Forma | |||||||||
Revenues | |||||||||||
Rental income | $ | 75,744 | $ | (24,260 | ) | $ | 51,484 | ||||
Escalation income | 15,186 | (5,836 | ) | 9,350 | |||||||
Interest income | 2,143 | 316 | 2,459 | ||||||||
Other income | 497 | (20 | ) | 477 | |||||||
Total revenues | 93,570 | (29,800 | ) | 63,770 | |||||||
Expenses | |||||||||||
Properties - operating expenses | 19,422 | (7,303 | ) | 12,119 | |||||||
Interest expense | 17,280 | (4,170 | ) | 13,110 | |||||||
Transaction costs | 1,986 | — | 1,986 | ||||||||
Management fee, related party | 12,391 | — | 12,391 | ||||||||
Other expenses | 3,847 | (1,029 | ) | 2,818 | |||||||
General and administrative expenses | 5,631 | (40 | ) | 5,591 | |||||||
Compensation expense(1) | 3,292 | — | 3,292 | ||||||||
Depreciation and amortization | 34,640 | (13,373 | ) | 21,267 | |||||||
Total expenses | 98,489 | (25,915 | ) | 72,574 | |||||||
Other income (loss) | — | ||||||||||
Other gain (loss), net | (15 | ) | 1,449 | 1,434 | |||||||
Realized gain on sales, net | 42,020 | — | 42,020 | ||||||||
Income (loss) before income tax benefit (expense) | 37,086 | (2,436 | ) | 34,650 | |||||||
Income tax benefit (expense) | 277 | (308 | ) | (31 | ) | ||||||
Net income (loss) | 37,363 | (2,744 | ) | 34,619 | |||||||
Net (income) loss attributable to noncontrolling interests | (225 | ) | 19 | (206 | ) | ||||||
Net income (loss) attributable to NorthStar Realty Europe Corp. common stockholders | $ | 37,138 | $ | (2,725 | ) | $ | 34,413 | ||||
Earnings (loss) per share (Note 3): | |||||||||||
Basic | $ | 0.70 | $ | 0.65 | |||||||
Diluted | $ | 0.68 | $ | 0.63 | |||||||
Weighted average number of shares: | |||||||||||
Basic | 52,125,685 | 52,125,685 | |||||||||
Diluted | 53,960,553 | 53,960,553 |
Refer to accompanying notes to unaudited pro forma condensed consolidated financial statements.
NORTHSTAR REALTY EUROPE CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31, 2017
(Dollars in Thousands, Except Per Share Data)
As Reported (Unaudited) | Trianon Sale Adjustments (Note 2) | Pro Forma | |||||||||
Revenues | |||||||||||
Rental income | $ | 105,349 | $ | (27,890 | ) | $ | 77,459 | ||||
Escalation income | 21,625 | (6,377 | ) | 15,248 | |||||||
Interest income | 1,706 | 413 | 2,119 | ||||||||
Other income | 1,243 | (234 | ) | 1,009 | |||||||
Total revenues | 129,923 | (34,088 | ) | 95,835 | |||||||
Expenses | |||||||||||
Properties - operating expenses | 31,119 | (10,375 | ) | 20,744 | |||||||
Interest expense | 25,844 | (5,237 | ) | 20,607 | |||||||
Transaction costs | 6,117 | — | 6,117 | ||||||||
Management fee, related party | 14,408 | — | 14,408 | ||||||||
Other expenses | 9,251 | (1,197 | ) | 8,054 | |||||||
General and administrative expenses | 7,384 | (116 | ) | 7,268 | |||||||
Compensation expense | 23,768 | — | 23,768 | ||||||||
Depreciation and amortization | 54,014 | (16,962 | ) | 37,052 | |||||||
Total expenses | 171,905 | (33,887 | ) | 138,018 | |||||||
Other income (loss) | — | ||||||||||
Other gain (loss), net | (12,863 | ) | 1,411 | (11,452 | ) | ||||||
Realized gain on sales, net | 22,367 | — | 22,367 | ||||||||
Income (loss) before income tax benefit (expense) | (32,478 | ) | 1,210 | (31,268 | ) | ||||||
Income tax benefit (expense) | 2,145 | (750 | ) | 1,395 | |||||||
Net income (loss) | (30,333 | ) | 460 | (29,873 | ) | ||||||
Net (income) loss attributable to noncontrolling interests | (792 | ) | (1 | ) | (793 | ) | |||||
Net income (loss) attributable to NorthStar Realty Europe Corp. common stockholders | $ | (31,125 | ) | $ | 459 | $ | (30,666 | ) | |||
Earnings (loss) per share (Note 3): | |||||||||||
Basic | $ | (0.57 | ) | $ | (0.54 | ) | |||||
Diluted | $ | (0.57 | ) | $ | (0.53 | ) | |||||
Weighted average number of shares: | |||||||||||
Basic | 55,073,383 | 55,073,383 | |||||||||
Diluted | 55,599,222 | 55,599,222 |
Refer to accompanying notes to unaudited pro forma condensed consolidated financial statements.
NORTHSTAR REALTY EUROPE CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The unaudited pro forma condensed consolidated balance sheet as of September 30, 2018 is presented as if the Trianon disposition had been completed on September 30, 2018. The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2018 and for the year ended December 31, 2017 reflect adjustments related to the Trianon disposition as if the transaction had been completed on January 1, 2017, the beginning of the earliest period presented.
The unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X and, in the opinion of management, reflect all necessary adjustments that are: (i) directly attributable to the transactions; (ii) factually supportable; and (iii) with respect to the unaudited pro forma condensed consolidated statements of operations, expected to have a continuing impact on the results of the Company.
2. Trianon Disposition
Trianon disposition adjustments (based on the September 30, 2018 applicable exchange rate) to the unaudited pro forma condensed consolidated balance sheet at September 30, 2018 reflect adjustments to:
• | Exclude the balance sheet of the Trianon Tower |
• | Cash received from the sale of $363 million representing the sale price after repayment of mortgage financing and associated prepayment penalties ($384 million), the Preferred Equity Certificates and payment of transaction costs |
• | Retained a $6 million equity interest in Symbol Holdco C-T S.à. r.l in the form of preferred equity certificates with a 7% yield (the "Preferred Equity Certificates") |
• | The reclassification of the currency translation adjustment ("CTA") from a component of accumulated other comprehensive income ("OCI") |
Trianon disposition adjustments to the unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2018 and the year ended December 31, 2017 reflect adjustments to exclude the results of operations of Trianon, including amounts allocated to redeemable noncontrolling interests and noncontrolling interests in the Operating Company and include the interest income earned on the 7% yield on the Preferred Equity Certificates. The adjustment to other gain (loss), net reflects the adjustment to eliminate the gain on the non-cash change in fair value related to the interest rate caps for the periods presented.
3. Pro Forma Earnings Per Share
The following table presents pro forma basic and diluted loss per share after giving effect to the pro forma adjustments to the unaudited consolidated statements of operations (dollars and shares in thousands, except per share data):
Nine Months Ended September 30, 2018 | Year Ended December 31, 2017 | ||||||
Numerator: | |||||||
Net income (loss) | $ | 34,619 | $ | (29,873 | ) | ||
Net (income) loss attributable to Unit Holders noncontrolling interest | (206 | ) | 372 | ||||
Net income (loss) attributable to common stockholders and Unit Holders | $ | 34,413 | $ | (29,501 | ) | ||
Net (income) allocated to participating securities | (412 | ) | — | ||||
Net income (loss) allocated to common stockholders—basic and dilutive | $ | 34,001 | $ | (29,501 | ) | ||
Denominator: | |||||||
Weighted average shares of common stock - basic | 52,126 | 55,073 | |||||
Weighted average effect of dilutive shares | 1,835 | 526 | |||||
Weighted average shares of common stock - dilutive | 53,961 | 55,599 | |||||
Earnings (loss) per share: | |||||||
Basic | $ | 0.65 | $ | (0.54 | ) | ||
Diluted | $ | 0.63 | $ | (0.53 | ) |