Colony NorthStar Announces Fourth Quarter 2016 Financial Results and Post-Merger Update
Updates
- Completed largest real estate merger announced in 2016 to create
Colony NorthStar, Inc. , a global, diversified equity REIT with$56 billion of assets under management - Merger integration substantially complete with greater than 75% of the originally identified
$115 million of annualized synergies and greater than 65% of the estimated$80 million of annualized cash synergies achieved to date with the balance expected to be achieved by year end on a run rate basis - Declared a quarterly cash dividend of
$0.27 per CLNS common share of Class A and Class B common stock for the first quarter of 2017, which will be prorated to$0.24 per share for the period fromJanuary 11, 2017 toMarch 31, 2017 - In
January 2017 , former Colony and NRF stockholders received stub dividends for the period fromJanuary 1, 2017 throughJanuary 10, 2017 and former NSAM stockholders received a one-time special dividend of$1.16 per NSAM common share
- In
- Completed or under contract asset monetizations include the following:
- Completed a
$783 million sale of a portfolio of medical office buildings, at an approximate 5.6% cap rate, resulting in net proceeds of$81 million ; - Completed a sale of an 18.7% preferred joint venture interest in the Company’s healthcare portfolio resulting in net proceeds of
$340 million , representing an implied 6.1% cap rate; and - Under contract for the sale of entire manufactured housing communities portfolio for
$2.0 billion , which is expected to generate net proceeds of$615 million
- Completed a
- Significant liquidity of approximately
$1.2 billion , including$615 million expected from the sale of the manufactured housing communities portfolio, and more than$1 billion of additional liquidity expected throughout 2017 from future monetizations of existing non-core investments available for deployment in core verticals and other real estate investments, stock repurchases and/or debt paydowns - Repaid
$921 million of term loans at NSAM and NRF - Increased revolving credit facility to
$1.0 billion from$850 million - CLNS Board of Directors authorized
$300 million common stock repurchase program - CLNS added to the MSCI
U.S. REIT Index (RMZ) as a top quartile constituent by equity market capitalization - Updating Core FFO guidance for the year ending 2017 to a range of
$1.40 to$1.58 per share
“We're off and running as
NSAM Fourth Quarter 2016 Financial and Selected Operating Results
For the fourth quarter 2016, NSAM reported net loss attributable to common stockholders of
NSAM’s net loss attributable to common stockholders and CAD for the fourth quarter 2016 compared to the third quarter 2016 included, among other things, higher compensation expenses incurred in connection with the closing of the merger of approximately
For more information and a reconciliation of net income/(loss) to common stockholders to CAD, please refer to the non-GAAP financial measure definitions and tables at the end of this press release.
Retail Companies
- Total aggregate asset management and other fees of
$20.7 million earned during the fourth quarter 2016 - Cash available for investment of
$459.2 million as ofDecember 31, 2016 - Total capital raised of approximately
$76.5 million during the fourth quarter 2016 and approximately$398.8 million during 2016 - Total investments of
$169.6 million during the fourth quarter 2016
| (in millions, except as noted) | NorthStar
Income |
NorthStar
Healthcare |
NorthStar
Income II |
NorthStar/RXR
|
Total | |||||
| Capital Raising Status | Completed
|
Completed
|
Completed
|
Active | ||||||
| Primary Strategy | CRE Debt |
Healthcare |
CRE Debt |
NY Metro Area CRE |
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| Offering Size | |
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|
|
|
|||||
|
Capital Raised |
||||||||||
| Q4 2016 | |
|
|
|
|
|||||
| Full Year 2016 | 43.5 | 68.6 | 278.2 | 8.5 | 398.8 | |||||
| Inception to |
1,283.7 | 1,869.3 | 1,139.5 | 10.5 | 4,303.0 | |||||
|
Investments(2) |
||||||||||
| During Q4 2016 | 46.5 | 57.5 | 59.5 | 6.1 | 169.6 | |||||
| As of |
1,693.5 | 3,277.7 | 1,760.7 | 11.0 | 6,742.9 | |||||
| Cash as of |
153.4 | 223.1 | 78.1 | 4.6 | 459.2 | |||||
|
Fees earned during Q4 2016 |
||||||||||
| Asset management fees | 5.0 | 8.4 | 5.3 | — | 18.7 | |||||
| Acquisition fees | 0.4 | 0.1 | 0.2 | — | 0.7 | |||||
| Disposition fees | 1.1 | 0.1 | 0.1 | — | 1.3 | |||||
| Total fees | |
|
|
$— | |
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___________________________________________________ |
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| 1) | Represents dollar amount of shares registered to offer pursuant to each company's public offering, distribution reinvestment plan, and follow-on public offering. | |
| 2) | Based on cost for real estate equity investments, which includes net purchase price allocation related to intangibles, deferred costs and other assets, if any, committed principal amount for real estate debt and securities and carrying value plus deferred acquisition prices for limited partnership interests in private equity funds. | |
New Retail Products
-
NorthStar Real Estate Capital Income Fund , a closed-end fund with an aggregate proposed offering amount of$3.2 billion , which has a registration statement that was declared effective by theSEC inMay 2016 , will focus mainly on commercial real estate debt investments. This information does not constitute an offer to sell or to purchase any securities. -
NorthStar/Townsend Institutional Real Estate Fund Inc. is a closed-end interval fund with an aggregate proposed offering amount of$1.0 billion , which filed with theSEC a registration statement on Form N-2. This information does not constitute an offer to sell or to purchase any securities.
Townsend
During the fourth quarter 2016, Townsend generated
Base management fee of
Colony Fourth Quarter 2016 Financial and Selected Operating Results
For the fourth quarter 2016, Colony reported net loss attributable to common stockholders of
Colony’s net loss attributable to common stockholders, FFO and Core FFO for the fourth quarter 2016 compared to the third quarter 2016 included, among other things, increased tax provisions of approximately
For more information and a reconciliation of net income/(loss) to common stockholders to FFO and Core FFO, please refer to the non-GAAP financial measure definitions and tables at the end of this press release.
Fourth Quarter 2016 Operating Results and Investment Activity by Segment
Colony held investment interests in five reportable segments: Industrial, Single Family Residential Rentals, Other Real Estate Equity, Real Estate Debt and Investment Management.
Equity: Industrial
Colony’s interest in the
As of
On
Equity: Single Family Residential Rentals
Colony’s investment in Single Family Residential Rentals included 15.1 million shares in
Other Real Estate Equity
Colony’s investment in Other Real Estate Equity included triple net lease investments, real estate acquired in settlement of loans, common equity in real estate or related companies, and preferred equity investments meeting certain risk and return profiles. During the fourth quarter 2016, this segment’s net income attributable to common stockholders was
Real Estate Debt
Colony’s investment in Real Estate Debt included originations and acquisitions of senior loans and subordinated debt, including preferred equity investments meeting certain risk and fixed return parameters. During the fourth quarter 2016, this segment’s net income attributable to common stockholders was
Colony’s
NRF Fourth Quarter 2016 Financial and Selected Operating Results
For the fourth quarter 2016, NRF reported net income attributable to common stockholders of
NRF net income attributable to common stockholders and CAD for the fourth quarter 2016 compared to the third quarter 2016 included, among other things, the following items: 1) lower earnings due to seasonality in the hotel business of approximately
For more information and a reconciliation of net income to common stockholders to CAD, please refer to the non-GAAP financial measure definitions and tables at the end of this press release.
NRF Portfolio Results
Same-store results are presented for direct real estate properties that NRF owned during the full quarter ended
For the fourth quarter 2016, combined healthcare portfolio NOI was
The following table presents NOI and selected operating metrics by property types in our healthcare real estate segment:
| NOI | NOI - Same Store | Occupancy % - Same Store (2) |
Lease (EBITDAR) |
|||||||||||||||||
| (In millions) | Q4 2016 | Q4 2016 | Q4 2015 | Q4 2016 | Q4 2015 | Q4 2016 | Q4 2015 | |||||||||||||
| Medical Office Buildings | $ | 26.2 | $ | 14.8 | $ | 15.0 | 85.8 | % | 87.7 | % | N/A | N/A | ||||||||
| |
18.3 | 18.3 | 17.0 | 88.1 | % | 90.2 | % | N/A | N/A | |||||||||||
| |
14.0 | 14.0 | 15.0 | 86.6 | % | 88.1 | % | 1.6x | 1.5x | |||||||||||
| Skilled Nursing Facilities | 28.2 | 28.2 | 27.5 | 84.2 | % | 85.2 | % | 1.4x | 1.4x | |||||||||||
| Hospitals | 5.1 | 5.1 | 5.0 | 62.8 | % | 67.2 | % | 3.3x | 3.0x | |||||||||||
| Healthcare Real Estate Total | $ | 91.8 | $ | 80.4 | $ | 79.5 | ||||||||||||||
| ___________________________________________________ | ||
| (1) | Applying the average currency exchange rates from the fourth quarter 2015, same store 2016 |
|
| (2) | Occupancy % for |
|
Hotels
For the fourth quarter 2016, EBITDA was
For the fourth quarter 2016, NOI was
For the fourth quarter 2016, NOI was
For the fourth quarter 2016, NOI was
Interest in Private Equity Funds
For the fourth quarter 2016, aggregate gross distributions were
Balance Sheet Real Estate Debt
For the fourth quarter 2016, aggregate portfolio income was
Subsequent to the fourth quarter 2016, the Company sold a loan at carrying value for
For the fourth quarter 2016, aggregate portfolio income earned was
N-Star CDO Equity and Other Income
For the fourth quarter 2016, aggregate CDO equity distributions and other income was
Asset Monetizations
During the fourth quarter 2016, NRF sold five multifamily properties for
During the fourth quarter 2016 and first quarter 2017, NRF sold a subset of its medical office building portfolio for
Subsequent to the fourth quarter 2016, the Company completed the previously announced sale of an 18.7% preferred joint venture interest in its healthcare real estate portfolio, which resulted in net proceeds of approximately
Post-Merger: Colony NorthStar Update
2017 Updated Guidance
The Company is updating its Core FFO guidance for the year ending 2017 to a range of
Common Stock Repurchase Program
On
Common Dividends
On
On
On
Preferred Dividends
On
On
On
Asset Monetizations
The Company has entered into a definitive agreement to sell its entire manufactured housing communities portfolio for
Liquidity, Financing and Capital Markets
Concurrent with the closing of the merger, NSAM and NRF repaid in entirety their term loan borrowings of
As of
Stockholders’ Equity
As of
Assets Under Management (“AUM”)
As of
| (In billions) | Amount | % of
Grand Total |
|||||
| Balance Sheet (CLNS Pro Rata Share): | |||||||
| Healthcare | $ | 3.9 | 7.0 | % | |||
| Industrial | 1.2 | 2.1 | % | ||||
| Hospitality | 3.5 | 6.2 | % | ||||
| Other Equity and Debt | 6.5 | 11.6 | % | ||||
|
Balance Sheet Subtotal |
15.1 | 26.9 | % | ||||
| Investment Management: | |||||||
| Institutional Funds | 11.0 | 19.6 | % | ||||
| Retail Companies | 6.8 | 12.1 | % | ||||
| |
2.0 | 3.6 | % | ||||
| Townsend | 14.6 | 26.0 | % | ||||
| Pro Rata Corporate Investments | 6.6 | 11.8 | % | ||||
| Investment Management Subtotal | 41.0 | 73.1 | % | ||||
| Grand Total | $ | 56.1 | 100.0 | % | |||
Non-GAAP Financial Measures and Definitions
Colony Fee-Earning Equity Under Management (“FEEUM”)
Colony Fee-Earning Equity Under Management refers to the equity for which Colony provided investment management services and from which it derived management fees and/or performance allocations. FEEUM is presented as of
Colony Assets Under Management
Colony Assets Under Management refers to the assets for which Colony provided investment management services and included assets for which it may or may not charge management fees and/or performance allocations. AUM is presented as of
CLNS Assets Under Management
Refers to assets which the Company and its affiliates provides investment management services, including assets for which the Company may or may not charge management fees and/or performance allocations. AUM is generally based on reported gross carrying value or cost basis of managed investments as reported by each underlying vehicle at
NSAM Cash Available for Distribution (“CAD”)
NSAM believed that CAD provides investors and management with a meaningful indicator of operating performance. NSAM Management also used CAD, among other measures, to evaluate profitability. In addition, the incentive fees to which NSAM was entitled to pursuant to its prior management agreements with each of its NorthStar Listed Companies were determined using such NorthStar Listed Company’s CAD as a performance metric. NSAM believed that CAD is useful because it adjusted for a variety of items that are consistent with presenting a measure of operating performance (such as transaction costs, depreciation and amortization, equity-based compensation, unrealized gain (loss) on investments and other, realized gain (loss) on investments and other and asset impairment). NSAM adjusted for transaction costs because these costs are not a meaningful indicator of its operating performance. For instance, these transaction costs include costs such as professional fees associated with new investments or restructuring of investments, which are expenses related to specific transactions.
NSAM calculated CAD by subtracting from or adding to net income (loss) attributable to common stockholders, non-controlling interests attributable to NSAM’s
CAD should not be considered as an alternative to net income (loss) attributable to common stockholders, determined in accordance with
NRF Cash Available for Distribution
NRF believed that CAD provides investors and management with a meaningful indicator of operating performance. NRF also believed that CAD was useful because it adjusted for a variety of items that are consistent with presenting a measure of operating performance (such as transaction costs, N-Star CDO equity interests, depreciation and amortization, equity-based compensation, realized gain (loss) on investments, provision for loan losses, asset impairment, non-recurring bad debt expense and certain interest income and expense items). NRF adjusted for transaction costs because these costs were not a meaningful indicator of its operating performance. For instance, these transaction costs included costs such as professional fees associated with new investments or restructuring of investments, which are expenses related to specific transactions. NRF adjusted for N-Star CDO equity interests to represent the net economic interest generated from the N-Star CDO equity interests. This adjustment was a component of NRF’s ongoing return on such investments, and therefore, was adjusted in CAD as it provided investors and management with a meaningful indicator of NRF’s operating performance. Furthermore, CAD adjusted 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 related 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 was generated from repurchasing the CDO bonds at a discount to expected recovery value. Because the return generated through the accretion of the discount was a meaningful contributor to NRF’s operating performance, such accretion was adjusted in CAD. The computation for the accretion of the discount under
NRF calculated 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 straight-line rental income or expense, amortization of above/below market leases, amortization of deferred financing costs, amortization of discount on financings and other and equity-based compensation; net economic interest generated from N-Star CDO equity interests; accretion of consolidated N-Star CDO bond discounts; 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; non-recurring bad debt 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; and one-time events pursuant to changes in
CAD should not be considered as an alternative to net income (loss) attributable to common stockholders, determined in accordance with
Colony Funds From Operations (“FFO”) and Core Funds From Operations (“Core FFO”)
Colony calculated funds from operations ("FFO") in accordance with standards established by the
Colony computed core funds from operations ("Core FFO") by adjusting FFO for the following items, including Colony’s share of these items recognized by its unconsolidated partnerships and joint ventures: (i) gains and losses from sales of depreciable real estate, net of depreciation, amortization and impairment previously adjusted for FFO; (ii) stock compensation expense; (iii) effects of straight-line rent revenue and straight-line rent expense on ground leases; (iv) amortization of acquired above- and below-market lease values; (v) amortization of deferred financing costs and debt premiums and discounts; (vi) unrealized fair value gains or losses on derivative instruments and on foreign currency remeasurements; (vii) acquisition-related expenses, merger and integration costs; (viii) amortization and impairment of finite-lived intangibles related to investment management contracts and customer relationships; (ix) gain on remeasurement of consolidated investment entities and the effect of amortization thereof; (x) non-real estate depreciation and amortization; (xi) change in fair value of contingent consideration; and (xii) deferred tax effect on the foregoing adjustments. Also, beginning with the first quarter of 2016, Colony’s share of Core FFO from its interest in
FFO and Core FFO should not be considered alternatives to GAAP net income as indications of operating performance, or to cash flows from operating activities as measures of liquidity, nor as indications of the availability of funds for our cash needs, including funds available to make distributions. FFO and Core FFO should not be used as supplements to or substitutes for cash flow from operating activities computed in accordance with GAAP. Colony’s calculations of FFO and Core FFO may differ from methodologies utilized by other REITs for similar performance measurements, and, accordingly, may not be comparable to those of other REITs.
Colony used FFO and Core FFO as supplemental performance measures because, in excluding real estate depreciation and amortization and gains and losses from property dispositions, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates, and operating costs. Colony also believed that, as widely recognized measures of the performance of REITs, FFO and Core FFO would be used by investors as a basis to compare its operating performance with that of other REITs. However, because FFO and Core FFO excludes depreciation and amortization and captures neither the changes in the value of Colony’s properties that resulted from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of its properties, all of which have real economic effect and could materially impact Colony’s results from operations, the utility of FFO and Core FFO as measures of Colony’s performance was limited. Other equity REITs may not calculate FFO and Core FFO in accordance with the NAREIT definition and, accordingly, Colony’s FFO and Core FFO may not be comparable to such other REITs’ FFO and Core FFO. Accordingly, FFO and Core FFO should be considered only as supplements to net income as a measure of Colony’s performance.
NRF Net Operating Income (“NOI”)
NRF believed NOI was a useful metric of the operating performance of its real estate portfolio in the aggregate. Portfolio results and performance metrics represented 100% for all consolidated investments and represented NRF’s ownership percentage for unconsolidated joint ventures. Net operating income represented total property and related revenues, adjusted for: (i) amortization of above/below market rent; (ii) straight line rent; (iii) other items such as adjustments related to joint ventures and non-recurring bad debt expense; and (iv) less property operating expenses. However, the usefulness of NOI is limited because it excluded general and administrative costs, interest expense, transaction costs, depreciation and amortization expense, realized gains (losses) from the sale of properties and other items under
NOI should not be considered as an alternative to net income (loss), determined in accordance with
Fourth Quarter 2016 Conference Call
The Company will conduct a conference call to discuss the financial results on
For those unable to participate during the live call, a replay will be available starting
About
Cautionary Statement Regarding Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond our control, and may cause actual results to differ significantly from those expressed in any forward-looking statement. Factors that might cause such a difference include, without limitation, our failure to achieve anticipated synergies in and benefits of the completed merger among
(FINANCIAL TABLES FOLLOW)
| |
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| CONSOLIDATED BALANCE SHEETS | ||||||||
| (In thousands) | ||||||||
| |
||||||||
| 2016 | 2015 | |||||||
| Assets | ||||||||
| Cash | $ | 131,666 | $ | 84,707 | ||||
| Restricted cash | 22,477 | 36,780 | ||||||
| Receivables, net | 71,423 | 93,809 | ||||||
| Investments in unconsolidated ventures | 55,836 | 88,069 | ||||||
| Securities, at fair value | 44,210 | 46,215 | ||||||
| Intangible assets, net | 201,631 | — | ||||||
| |
243,328 | — | ||||||
| Other assets | 80,056 | 25,241 | ||||||
| Total assets | $ | 850,627 | $ | 374,821 | ||||
| Liabilities | ||||||||
| Term loan, net | $ | 468,425 | $ | — | ||||
| Credit facility | — | 100,000 | ||||||
| Accounts payable and accrued expenses | 85,503 | 90,160 | ||||||
| Commission payable | 5,662 | 6,988 | ||||||
| Other liabilities | 30,847 | 930 | ||||||
| Total liabilities | 590,437 | 198,078 | ||||||
| Commitments and contingencies | ||||||||
| Redeemable non-controlling interests | 74,525 | — | ||||||
| Equity | ||||||||
| |
||||||||
| Performance common stock | 52 | 42 | ||||||
| Preferred stock | — | — | ||||||
| Common stock | 1,884 | 1,857 | ||||||
| Additional paid-in capital | 250,997 | 208,318 | ||||||
| Accumulated other comprehensive income (loss) | (280 | ) | — | |||||
| Retained earnings (accumulated deficit) | (68,541 | ) | (35,152 | ) | ||||
|
|
184,112 | 175,065 | ||||||
| Non-controlling interests | 1,553 | 1,678 | ||||||
| Total equity | 185,665 | 176,743 | ||||||
| Total liabilities and equity | $ | 850,627 | $ | 374,821 | ||||
| |
||||||||
| CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||
| (In thousands, except per share data) | ||||||||
| (Unaudited) | ||||||||
| Three Months Ended |
||||||||
| 2016 | 2015 | |||||||
| Revenues | ||||||||
| Asset management and other fees | $ | 90,276 | $ | 77,257 | ||||
| Selling commission and dealer manager fees | 7,688 | 39,543 | ||||||
| Other income | 1,555 | 75 | ||||||
| Total revenues | 99,519 | 116,875 | ||||||
| Expenses | ||||||||
| Commission expense | 7,629 | 36,379 | ||||||
| Interest expense | 6,947 | 778 | ||||||
| Transaction costs | 15,314 | 8,018 | ||||||
| Other expenses | 2,311 | 669 | ||||||
| General and administrative expenses | ||||||||
| Compensation expense (1) | 52,273 | 33,941 | ||||||
| Other general and administrative expenses | 10,224 | 10,462 | ||||||
| Total general and administrative expenses | 62,497 | 44,403 | ||||||
| Depreciation and amortization | 2,666 | 525 | ||||||
| Total expenses | 97,364 | 90,772 | ||||||
| Unrealized gain (loss) on investments and other | 5,706 | (3,852 | ) | |||||
| Realized gain (loss) on investments and other | (15,353 | ) | — | |||||
| Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) | (7,492 | ) | 22,251 | |||||
| Equity in earnings (losses) of unconsolidated ventures | (688 | ) | 2,461 | |||||
| Income (loss) before income tax benefit (expense) | (8,180 | ) | 24,712 | |||||
| Income tax benefit (expense) | (1,691 | ) | (5,701 | ) | ||||
| Net income (loss) | (9,871 | ) | 19,011 | |||||
| Net (income) loss attributable to non-controlling interests | 91 | (182 | ) | |||||
| Net (income) loss attributable to redeemable non-controlling interests | (1,280 | ) | — | |||||
| Net income (loss) attributable to |
$ | (11,060 | ) | $ | 18,829 | |||
| Earnings (loss) per share: | ||||||||
| Basic | $ | (0.06 | ) | $ | 0.10 | |||
| Diluted | $ | (0.06 | ) | $ | 0.10 | |||
| Weighted average number of shares: | ||||||||
| Basic | 183,552 | 186,278 | ||||||
| Diluted | 185,316 | 188,576 | ||||||
| ___________________________________________________ | ||
| (1) | The three months ended |
|
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| CASH AVAILABLE FOR DISTRIBUTION | |||||||
| (In thousands, except per share data) | |||||||
| (Unaudited) | |||||||
| Three Months Ended |
|||||||
| 2016 | 2015 (As Revised) (1) | ||||||
| Net income (loss) attributable common stockholders | $ | (11,060 | ) | $ | 18,829 | ||
| Non-controlling interests attributable to |
(91 | ) | 182 | ||||
| Adjustments: | |||||||
| Equity-based compensation (2) | 16,040 | 14,290 | |||||
| Adjustment related to joint ventures (3) | 3,524 | 4,232 | |||||
| Unrealized (gain) loss from fair value adjustments and other (4) | (5,706 | ) | 3,852 | ||||
| Realized (gain) loss from fair value adjustments and other (5) | 15,353 | — | |||||
| Transaction costs and other (6) | 15,954 | 8,220 | |||||
| Depreciation and amortization items(7) | 3,714 | 859 | |||||
| CAD | $ | 37,728 | $ | 50,464 | |||
| CAD per share (8) | $ | 0.20 | $ | 0.27 | |||
| ___________________________________________________ | ||
| (1) | CAD presented for the three months ended |
|
| (2) | The three months ended |
|
| (3) | The three months ended |
|
| (4) | Represents the change in fair value for NSAM's investment in NorthStar Listed Companies common stock and foreign exchange gains (losses). | |
| (5) | For the three months ended |
|
| (6) | The three months ended |
|
| (7) | The three months ended |
|
| (8) | CAD per share does not take into account any potential dilution from certain restricted stock units and performance stock subject to market based performance metrics not currently achieved. | |
| COLONY CAPITAL, INC. | ||||||||
| CONSOLIDATED BALANCE SHEETS | ||||||||
| (In thousands) | ||||||||
| |
||||||||
| 2016 | 2015 | |||||||
| ASSETS | ||||||||
| Cash | $ | 376,005 | $ | 185,854 | ||||
| Loans receivable, net | ||||||||
| Held for investment | 3,432,992 | 4,048,477 | ||||||
| Held for sale | 29,353 | 75,002 | ||||||
| Real estate assets, net | ||||||||
| Held for investment | 3,243,631 | 3,132,218 | ||||||
| Held for sale | 223,954 | 297,887 | ||||||
| Equity method investments | 953,259 | 824,597 | ||||||
| Other investments | 123,182 | 99,868 | ||||||
| |
680,127 | 678,267 | ||||||
| Deferred leasing costs and intangible assets, net | 299,980 | 325,513 | ||||||
| Due from affiliates | 9,971 | 11,713 | ||||||
| Other assets | 388,538 | 359,914 | ||||||
| Total assets | $ | 9,760,992 | $ | 10,039,310 | ||||
| LIABILITIES AND EQUITY | ||||||||
| Liabilities: | ||||||||
| Accrued and other liabilities | $ | 321,225 | $ | 325,589 | ||||
| Due to affiliates—contingent consideration | 41,250 | 52,990 | ||||||
| Dividends and distributions payable | 65,972 | 65,688 | ||||||
| Debt, net | 3,122,792 | 3,587,724 | ||||||
| Convertible senior notes, net | 592,826 | 591,079 | ||||||
|
Total liabilities |
4,144,065 | 4,623,070 | ||||||
| Commitments and contingencies | ||||||||
| Equity: | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock | 250 | 250 | ||||||
| Common stock | 1,140 | 1,123 | ||||||
| Additional paid-in capital | 3,050,582 | 2,995,243 | ||||||
| Distributions in excess of earnings | (246,064 | ) | (131,278 | ) | ||||
| Accumulated other comprehensive loss | (32,109 | ) | (18,422 | ) | ||||
|
Total stockholders’ equity |
2,773,799 | 2,846,916 | ||||||
| Noncontrolling interests in investment entities | 2,453,938 | 2,138,925 | ||||||
| Noncontrolling interests in |
389,190 | 430,399 | ||||||
| Total equity | 5,616,927 | 5,416,240 | ||||||
| Total liabilities and equity | $ | 9,760,992 | $ | 10,039,310 | ||||
| COLONY CAPITAL, INC. | |||||||
| CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||
| (In thousands, except per share data) | |||||||
| (Unaudited) | |||||||
| Three Months Ended |
|||||||
| 2016 | 2015 | ||||||
| Income | |||||||
| Interest income | $ | 94,355 | $ | 127,629 | |||
| Property operating income | 91,612 | 86,413 | |||||
| Income from equity method investments | 27,149 | 3,421 | |||||
| Fee income | 18,384 | 20,745 | |||||
| Other income | 4,122 | 3,274 | |||||
| Total income | 235,622 | 241,482 | |||||
| Expenses | |||||||
| Investment and servicing expenses | 6,218 | 7,986 | |||||
| Transaction and merger integration costs | 21,967 | 20,736 | |||||
| Interest expense | 43,448 | 37,550 | |||||
| Property operating expenses | 28,992 | 32,182 | |||||
| Depreciation and amortization | 42,406 | 39,368 | |||||
| Provision for loan losses | 17,593 | 6,538 | |||||
| Impairment loss | 6,256 | 10,425 | |||||
| Compensation expense | 31,149 | 29,513 | |||||
| Administrative expenses | 12,939 | 11,507 | |||||
|
Total expenses |
210,968 | 195,805 | |||||
| Gain on sale of real estate assets, net | 5,502 | 2,490 | |||||
| Other gain, net | 146 | 3,112 | |||||
| Income before income taxes | 30,302 | 51,279 | |||||
| Income tax (expense) benefit | (5,647 | ) | 6,697 | ||||
| Net income | 24,655 | 57,976 | |||||
| Net income (loss) attributable to noncontrolling interests: | |||||||
| Investment entities | 32,576 | 23,543 | |||||
| Operating Company | (3,204 | ) | 3,595 | ||||
| Net (loss) income attributable to Colony Capital, Inc. | (4,717 | ) | 30,838 | ||||
| Preferred dividends | 12,093 | 12,093 | |||||
| Net (loss) income attributable to common stockholders | $ | (16,810 | ) | $ | 18,745 | ||
| (Loss) Earnings per common share: | |||||||
| Basic | $ | (0.15 | ) | $ | 0.17 | ||
| Diluted | $ | (0.15 | ) | $ | 0.17 | ||
| Weighted average number of common shares outstanding: | |||||||
| Basic | 112,539 | 111,444 | |||||
| Diluted | 112,539 | 111,444 | |||||
| COLONY CAPITAL, INC. | ||||||||
| FUNDS FROM OPERATIONS AND CORE FUNDS FROM OPERATIONS | ||||||||
| (In thousands, except per share data) | ||||||||
| (Unaudited) | ||||||||
| Three Months Ended |
||||||||
| 2016 | 2015
(As Revised)(1) |
|||||||
| Net (loss) income attributable to common stockholders | $ | (16,810 | ) | $ | 18,745 | |||
| Adjustments for FFO attributable to common interests in |
||||||||
| Net (loss) income attributable to noncontrolling common interests in |
(3,204 | ) | 3,595 | |||||
| Real estate depreciation and amortization | 44,457 | 40,700 | ||||||
| Impairment of real estate | 6,286 | 8,790 | ||||||
| Gain on sales of real estate | (19,920 | ) | (2,673 | ) | ||||
| Less: Adjustments attributable to noncontrolling interests in investment entities | (11,830 | ) | (15,277 | ) | ||||
| FFO attributable to common interests in |
$ | (1,021 | ) | $ | 53,880 | |||
| Additional adjustments for Core FFO attributable to common interests in |
||||||||
| Gain on sales of real estate, net of depreciation, amortization and impairment previously adjusted for FFO | 14,119 | 1,866 | ||||||
| Noncash equity compensation expense | 3,442 | 2,468 | ||||||
| Straight-line rent revenue | (3,022 | ) | (3,293 | ) | ||||
| Loss (gain) on change in fair value of contingent consideration | 1,900 | (750 | ) | |||||
| Amortization of acquired above- and below-market lease intangibles, net | 81 | 177 | ||||||
| Amortization of deferred financing costs and debt premiums and discounts | 11,624 | 6,865 | ||||||
| Unrealized gain on derivatives | (1,933 | ) | (3,748 | ) | ||||
| Acquisition-related expenses, merger and integration costs | 21,930 | 22,930 | ||||||
| Amortization and impairment of investment management intangibles | 3,689 | 9,367 | ||||||
| Non-real estate depreciation and amortization | 1,214 | 1,206 | ||||||
| Amortization of gain on remeasurement of consolidated investment entities, net | 22,427 | 29,573 | ||||||
| Deferred tax benefit, net (3) | (2,947 | ) | (4,179 | ) | ||||
| Net loss on SFR's non-performing loans business (4) | 1,460 | — | ||||||
| Less: Adjustments attributable to noncontrolling interests in investment entities | (23,574 | ) | (40,722 | ) | ||||
| Core FFO attributable to common interests in |
$ | 49,389 | $ | 75,640 | ||||
| FFO per common share / common OP Unit (5) | $ | (0.01 | ) | $ | 0.40 | |||
| FFO per common share / common OP Unit—Diluted (5) | $ | (0.01 | ) | $ | 0.38 | |||
| Core FFO per common share / common OP Unit (5) | $ | 0.37 | $ | 0.56 | ||||
| Core FFO per common share / common OP Unit—Diluted (5) | $ | 0.35 | $ | 0.52 | ||||
| Weighted average number of common Units outstanding used for FFO and Core FFO per common share and OP Unit (5) | 134,699 | 133,993 | ||||||
| Weighted average number of common Units outstanding used for FFO per common share and OP Unit—Diluted (5)(6) | 134,699 | 158,687 | ||||||
| Weighted average number of common Units outstanding used for Core FFO per common share and OP Unit—Diluted (5) | 159,648 | 158,687 | ||||||
| __________ | ||
| (1) | FFO and Core FFO for the three months ended |
|
| (2) | Adjustments attributable to noncontrolling interests in investment entities for the three months ended |
|
| (3) | Adjustment represents the deferred tax effect of noncash equity compensation expense and amortization and impairment of investment management intangibles. Core FFO for the three months ended |
|
| (4) | Represents OP's share of SFR's net gain on its legacy SWAY non-performing loans business, which is classified as discontinued operations for SFR. | |
| (5) | Calculated based on weighted average shares outstanding including participating securities (nonvested shares) and assuming the exchange of all common OP units outstanding for common shares. | |
| (6) | For the three months ended |
|
| NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES | ||||||||
| CONSOLIDATED BALANCE SHEETS | ||||||||
| (In thousands) | ||||||||
| |
||||||||
| 2016 | 2015 | |||||||
| Assets | ||||||||
| Cash and cash equivalents | $ | 1,104,950 | $ | 224,101 | ||||
| Restricted cash | 166,394 | 299,288 | ||||||
| Operating real estate, net | 7,397,231 | 8,702,259 | ||||||
| Real estate debt investments, net | 296,544 | 501,474 | ||||||
| Real estate debt investments, held for sale | 34,000 | 224,677 | ||||||
| Investments in private equity funds, at fair value | 416,919 | 1,101,650 | ||||||
| Investments in unconsolidated ventures | 167,778 | 155,737 | ||||||
| Real estate securities, available for sale | 445,363 | 702,110 | ||||||
| Receivables, net | 52,548 | 66,197 | ||||||
| Receivables, related parties | 1,058 | 2,850 | ||||||
| Intangible assets, net | 333,000 | 527,277 | ||||||
| Assets of properties held for sale | 1,668,305 | 2,742,635 | ||||||
| Other assets | 132,799 | 154,146 | ||||||
| Total assets | $ | 12,216,889 | $ | 15,404,401 | ||||
| Liabilities | ||||||||
| Mortgage and other notes payable | $ | 6,290,200 | $ | 7,164,576 | ||||
| Credit facilities and term borrowings | 421,584 | 654,060 | ||||||
| CDO bonds payable, at fair value | 256,544 | 307,601 | ||||||
| Exchangeable senior notes | 27,410 | 29,038 | ||||||
| Junior subordinated notes, at fair value | 194,980 | 183,893 | ||||||
| Accounts payable and accrued expenses | 106,120 | 170,120 | ||||||
| Due to related party | 874 | 50,903 | ||||||
| Derivative liabilities, at fair value | 123,472 | 103,293 | ||||||
| Intangible liabilities, net | 110,661 | 149,642 | ||||||
| Liabilities of properties held for sale | 1,291,275 | 2,209,689 | ||||||
| Other liabilities | 59,934 | 165,856 | ||||||
| Total liabilities | 8,883,054 | 11,188,671 | ||||||
| Commitments and contingencies | ||||||||
| Equity | ||||||||
| NorthStar Realty Finance Corp. Stockholders’ Equity | ||||||||
| Preferred stock | 939,118 | 939,118 | ||||||
| Common stock | 1,806 | 1,832 | ||||||
| Additional paid-in capital | 5,120,061 | 5,149,349 | ||||||
| Retained earnings (accumulated deficit) | (2,901,966 | ) | (2,309,564 | ) | ||||
| Accumulated other comprehensive income (loss) | (77,523 | ) | 18,485 | |||||
| |
3,081,496 | 3,799,220 | ||||||
| Non-controlling interests | 252,339 | 416,510 | ||||||
| Total equity | 3,333,835 | 4,215,730 | ||||||
| Total liabilities and equity | $ | 12,216,889 | $ | 15,404,401 | ||||
| NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES | ||||||||
| CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||
| (In thousands, except per share data) | ||||||||
| (Unaudited) | ||||||||
| Three Months Ended |
||||||||
| 2016 (1) | 2015 (1) | |||||||
| Property and other revenues | ||||||||
| Rental and escalation income | $ | 151,657 | $ | 194,384 | ||||
| Hotel related income | 189,864 | 189,912 | ||||||
| Resident fee income | 73,813 | 71,930 | ||||||
| Other revenue | 4,709 | 18,129 | ||||||
| Total property and other revenues | 420,043 | 474,355 | ||||||
| Net interest income | ||||||||
| Interest income | 29,391 | 41,497 | ||||||
| Interest expense on debt and securities | 1,495 | 2,986 | ||||||
| Net interest income on debt and securities | 27,896 | 38,511 | ||||||
| Expenses | ||||||||
| Management fee, related party | 46,810 | 47,435 | ||||||
| Interest expense—mortgage and corporate borrowings | 111,337 | 126,559 | ||||||
| Real estate properties—operating expenses | 225,944 | 241,369 | ||||||
| Other expenses | 4,364 | 6,315 | ||||||
| Transaction costs | 5,885 | 5,573 | ||||||
| Impairment losses | 4,363 | 31,951 | ||||||
| Provision for (reversal of) loan losses, net | 2,620 | 3,381 | ||||||
| General and administrative expenses | ||||||||
| Compensation expense (2) | 9,154 | 10,302 | ||||||
| Other general and administrative expenses | 5,890 | 4,711 | ||||||
| Total general and administrative expenses | 15,044 | 15,013 | ||||||
| Depreciation and amortization | 77,648 | 116,731 | ||||||
| Total expenses | 494,015 | 594,327 | ||||||
| Other income (loss) | ||||||||
| Unrealized gain (loss) on investments and other | 85,482 | (25,270 | ) | |||||
| Realized gain (loss) on investments and other | 22,457 | (1,671 | ) | |||||
| Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) | 61,863 | (108,402 | ) | |||||
| Equity in earnings (losses) of unconsolidated ventures | 22,880 | 47,339 | ||||||
| Income tax benefit (expense) | (1,506 | ) | (4,715 | ) | ||||
| Income (loss) from continuing operations | 83,237 | (65,778 | ) | |||||
| Income (loss) from discontinued operations | — | 5,756 | ||||||
| Net income (loss) | 83,237 | (60,022 | ) | |||||
| Net (income) loss attributable to non-controlling interests | (534 | ) | 8,799 | |||||
| Preferred stock dividends | (21,060 | ) | (21,059 | ) | ||||
| Net income (loss) attributable to NorthStar Realty Finance Corp. common stockholders | $ | 61,643 | $ | (72,282 | ) | |||
| Earnings (loss) per share: | ||||||||
| Income (loss) per share from continuing operations | $ | 0.34 | $ | (0.42 | ) | |||
| Income (loss) per share from discontinued operations | — | 0.03 | ||||||
| Basic | $ | 0.34 | $ | (0.39 | ) | |||
| Diluted | $ | 0.34 | $ | (0.39 | ) | |||
| Weighted average number of shares: (3) | ||||||||
| Basic | $ | 179,956 | $ | 185,957 | ||||
| Diluted | $ | 181,811 | $ | 187,828 | ||||
| ___________________________________________________ | ||
| (1) | The consolidated financial statements for the three months ended |
|
| (2) | The three months ended |
|
| (3) | Adjusted for the one-for-two reverse stock split completed on |
|
| NORTHSTAR REALTY FINANCE CORP. | |||||||
| CASH AVAILABLE FOR DISTRIBUTION | |||||||
| (In thousands, except per share data) | |||||||
| (Unaudited) | |||||||
| Three Months Ended |
|||||||
| 2016 | 2015 (As Revised) (1) | ||||||
| Net income (loss) attributable to common stockholders | $ | 61,643 | $ | (72,282 | ) | ||
| Non-controlling interests | 534 | (8,799 | ) | ||||
| Adjustments: | |||||||
| Depreciation and amortization items (2) | 93,001 | 145,950 | |||||
| N-Star CDO bond discounts (3) | 3,740 | 4,483 | |||||
| Net interest income in consolidated N-Star CDOs | (8,210 | ) | (10,196 | ) | |||
| Unrealized (gain) loss from fair value adjustments / Provision for (reversal of) loan losses, net | (83,652 | ) | 25,837 | ||||
| Realized (gain) loss on investments (4) | (22,457 | ) | 3,296 | ||||
| Distributions / adjustments to joint venture partners | (7,839 | ) | (11,357 | ) | |||
| Transaction costs and other (5) | 11,632 | 45,555 | |||||
| Adjustments related to discontinued operations (6) | — | 1,364 | |||||
| CAD | $ | 48,392 | $ | 123,851 | |||
| CAD per share (7) | $ | 0.26 | $ | 0.66 | |||
| ___________________________________________________ | ||
| (1) | CAD presented for the three months ended |
|
| (2) | The three months ended |
|
| (3) | For CAD, discounts expected to be realized on N-Star CDO bonds for consolidated CDOs are accreted on an effective yield basis based on expected maturity. For deconsolidated N-Star CDOs, N-Star CDO bond accretion is already included in net income attributable to common stockholders. | |
| (4) | The three months ended |
|
| (5) | The three months ended |
|
| (6) | The three months ended |
|
| (7) | CAD per share does not take into account any potential dilution from NRF's outstanding exchangeable notes or restricted stock units subject to performance metrics not currently achieved. | |
NorthStar Realty Finance Corp.
Reconciliation of Net Income (Loss) to NOI/EBITDA
The following tables present: (1) a reconciliation of NOI to property and other related revenues less property operating expenses for NRF's property types in our real estate segment and (2) a reconciliation of NOI of NRF's real estate segment to net income (loss) for the three months ended
| (Unaudited, in thousands) | Total | Healthcare(6) | Hotel | Manufactured
Housing(6) |
Net Lease | Multifamily(6) | Multi-tenant
Office |
|||||||||||||||||||||
| Property and Other Revenues: | ||||||||||||||||||||||||||||
| Rental and escalation income | $ | 151,657 | $ | 86,525 | $ | 33 | $ | 49,387 | $ | 7,381 | $ | 3,364 | $ | 4,967 | ||||||||||||||
| Hotel related income | 189,864 | — | 189,864 | — | — | — | — | |||||||||||||||||||||
| Resident fee income | 73,813 | 73,813 | — | — | — | — | — | |||||||||||||||||||||
| Other revenue (1) | 3,485 | 858 | 875 | 1,348 | 71 | 160 | 173 | |||||||||||||||||||||
| Total property and other revenues | 418,819 | 161,196 | 190,772 | 50,735 | 7,452 | 3,524 | 5,140 | |||||||||||||||||||||
| Real estate properties - operating expenses | 225,944 | 67,939 | 132,198 | 19,792 | 1,612 | 2,068 | 2,335 | |||||||||||||||||||||
|
Adjustments: |
||||||||||||||||||||||||||||
| Interest income (2) | 2,882 | 1,375 | — | 1,507 | — | — | — | |||||||||||||||||||||
| Equity in earnings (3) | 238 | — | — | — | (84 | ) | 322 | — | ||||||||||||||||||||
| Amortization and other items (4) | (3,661 | ) | (2,795 | ) | (909 | ) | — | (51 | ) | 368 | (274 | ) | ||||||||||||||||
| NOI (5) | $ | 192,334 | $ | 91,837 | $ | 57,665 | $ | 32,450 | $ | 5,705 | $ | 2,146 | $ | 2,531 | ||||||||||||||
| (Unaudited, in thousands) | ||||
| NOI | $ | 192,334 | ||
|
Adjustments: |
||||
| Straight-line rental revenue and amortization of above/below-market leases | 3,720 | |||
| Interest expense - mortgage and corporate borrowings | (101,526 | ) | ||
| Other expenses | (3,942 | ) | ||
| Depreciation and amortization | (77,459 | ) | ||
| Unrealized gain (loss) on investments and other | (26,985 | ) | ||
| Realized gain (loss) on investments and other | 52,499 | |||
| Equity in earnings (losses) of unconsolidated ventures | 22,608 | |||
| Impairment losses | (4,363 | ) | ||
| Income tax benefit (expense) | (1,569 | ) | ||
| Other items | (283 | ) | ||
| Net income (loss) - Real estate segment | $ | 55,034 | ||
| Remaining segments (7) | 28,203 | |||
| Net income (loss) | $ | 83,237 | ||
| ___________________________________________________ | ||
| (1) | Certain other revenue earned is not included as part of NOI, including collateral management fees for administrative services in NRF's N-Star CDOs, that are not part of NRF's real estate segment. | |
| (2) | Primarily represents interest income earned from notes receivable on manufactured homes and loans in NRF's healthcare portfolio. | |
| (3) | Includes an adjustment related to NRF's interest in an unconsolidated joint venture in a net lease and multifamily property. | |
| (4) | Primarily includes amortization of straight-line rental income, amortization of above/below market leases and non-recurring bad debt. | |
| (5) | NRF considers NOI for hotels to be a proxy for earnings before interest, tax, depreciation and amortization (EBITDA). | |
| (6) | During 2016, NRF entered into definitive agreements to sell certain of its real estate portfolios, including ten multifamily properties of which all properties were sold as of |
|
| (7) | Represents the net income (loss) of NRF's remaining segments to reconcile to total net income (loss). | |
The following table presents NOI by asset class within NRF's healthcare property type for the three months ended
| (Unaudited, in thousands) | Total | Medical Office
Buildings |
- Operating |
- Triple Net Lease |
Skilled Nursing
Facilities |
Hospitals | ||||||||||||||||||
| Property and Other Revenues: | ||||||||||||||||||||||||
| Rental and escalation income | $ | 86,525 | $ | 38,377 | $ | — | $ | 13,561 | $ | 28,865 | $ | 5,722 | ||||||||||||
| Resident fee income | 73,813 | — | 68,100 | — | 5,713 | — | ||||||||||||||||||
| Other revenue | 858 | 846 | — | 10 | — | 2 | ||||||||||||||||||
|
Total property and other revenues |
161,196 | 39,223 | 68,100 | 13,571 | 34,578 | 5,724 | ||||||||||||||||||
| Real estate properties - operating expenses | 67,939 | 11,577 | 50,030 | 153 | 6,039 | 140 | ||||||||||||||||||
|
Adjustments: |
||||||||||||||||||||||||
| Interest income | 1,375 | 7 | — | 1,070 | — | 298 | ||||||||||||||||||
| Amortization and other items | (2,795 | ) | (1,429 | ) | 221 | (459 | ) | (371 | ) | (757 | ) | |||||||||||||
| NOI | $ | 91,837 | $ | 26,224 | $ | 18,291 | $ | 14,029 | $ | 28,168 | $ | 5,125 | ||||||||||||
View source version on businesswire.com: http://www.businesswire.com/news/home/20170228006878/en/
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