Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 28, 2017
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| COLONY NORTHSTAR, INC. (Exact Name of Registrant as Specified in Its Charter) | |
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Maryland | | 001-37980 | | 46-4591526 |
(State or Other Jurisdiction of Incorporation or Organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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| 515 S. Flower Street, 44th Floor Los Angeles, California | | 90071 | |
| (Address of principal executive offices) | | (Zip Code) | |
Registrant’s telephone number, including area code: (310) 282-8820
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-(b)) |
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¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-(c)) |
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Item 2.02 | Results of Operations and Financial Condition. |
On February 28, 2017, Colony NorthStar, Inc. (the “Company”) issued a press release announcing the financial position as of December 31, 2016, and the financial results for the fourth quarter of 2016 for each of NorthStar Asset Management Group Inc., its predecessor, Colony Capital, Inc. (“Colony”) and NorthStar Realty Finance Corp. (“NRF”), which closed their merger on January 10, 2017. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On February 28, 2017, the Company made available Supplemental Financial Disclosures for the quarter ended December 31, 2016 for each of Colony and NRF on the Company’s website at www.clns.com. Copies of the Supplemental Financial Disclosure for each of Colony and NRF are attached as Exhibit 99.2 and 99.3, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.
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Item 7.01 | Regulation FD Disclosure. |
As of February 28, 2017, representatives of the Company will begin making presentations using slides containing the information attached to this Current Report on Form 8-K as Exhibit 99.4. The Company expects to use these slides, including on the Company’s website, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts and others.
By filing this Current Report on Form 8-K and furnishing this information, the Company makes no admission as to the materiality of any information in this presentation that is required to be disclosed solely by reason of Regulation FD. The information contained in the slides is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that it may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this presentation, although it may do so from time to time as its management believes is warranted. Any such updating, if applicable, may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.
In accordance with General Instructions B.2 and B.6 of Form 8-K, the information included in this Current Report on Form 8-K (including Exhibits 99.1, 99.2, 99.3 and 99.4 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Use of Website to Distribute Material Company Information
The Company’s website address is www.clns.com. The Company uses its website as a channel of distribution for important company information. Important information, including press releases, analyst presentations and financial information regarding the Company, is routinely posted on and accessible on the Public Shareholders subpage of its website, which is accessible by clicking on the tab labeled “Public Shareholders” on the website home page. The Company also uses its website to expedite public access to time-critical information regarding the Company in advance of or in lieu of distributing a press release or a filing with the SEC disclosing the same information. Therefore, investors should look to the Public Shareholders subpage of the Company’s website for important and time-critical information. Visitors to the Company’s website can also register to receive automatic e-mail and other notifications alerting them when new information is made available on the Public Shareholders subpage of the website.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished herewith to this Current Report on Form 8-K.
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Exhibit No. | | Description |
99.1 | | Press Release dated February 28, 2017 |
99.2 | | Supplemental Financial Disclosure for the quarter ended December 31, 2016 for Colony |
99.3 | | Supplemental Financial Disclosure for the quarter ended December 31, 2016 for NRF |
99.4 | | Investor Presentation dated February 28, 2017 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: | February 28, 2017 | COLONY NORTHSTAR, INC. |
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| | By: | /s/ Darren J. Tangen |
| | | Darren J. Tangen |
| | | Chief Financial Officer |
EXHIBIT INDEX
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Exhibit No. | | Description |
99.1 | | Press Release dated February 28, 2017 |
99.2 | | Supplemental Financial Disclosure for the quarter ended December 31, 2016 for Colony |
99.3 | | Supplemental Financial Disclosure for the quarter ended December 31, 2016 for NRF |
99.4 | | Investor Presentation dated February 28, 2017 |
Exhibit
Exhibit 99.1
COLONY NORTHSTAR ANNOUNCES
FOURTH QUARTER 2016 FINANCIAL RESULTS
AND POST-MERGER UPDATE
Los Angeles, CA and New York, NY, February 28, 2017 - Colony NorthStar, Inc. (NYSE:CLNS) and subsidiaries (collectively, “Colony NorthStar” or the “Company”) today announced fourth quarter 2016 financial results for its predecessor, NorthStar Asset Management Group Inc. (“NSAM”), Colony Capital, Inc. (“Colony”) and NorthStar Realty Finance Corp. (“NRF”), which closed their merger on January 10, 2017. Because the merger closed after December 31, 2016, these results reflect the pre-merger, stand-alone results for each of the three companies.
Updates
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• | 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 |
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• | 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 |
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• | 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 from January 11, 2017 to March 31, 2017 |
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◦ | In January 2017, former Colony and NRF stockholders received stub dividends for the period from January 1, 2017 through January 10, 2017 and former NSAM stockholders received a one-time special dividend of $1.16 per NSAM common share |
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• | Completed or under contract asset monetizations include the following: |
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◦ | 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; |
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◦ | 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 |
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◦ | 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 |
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• | 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 |
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• | Repaid $921 million of term loans at NSAM and NRF |
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• | Increased revolving credit facility to $1.0 billion from $850 million |
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• | CLNS Board of Directors authorized $300 million common stock repurchase program |
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• | CLNS added to the MSCI U.S. REIT Index (RMZ) as a top quartile constituent by equity market capitalization |
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• | 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 Colony NorthStar Inc. and couldn't be more excited about our future,” said Richard B. Saltzman, Chief Executive Officer. “With the tri-party merger closing last month now behind us, we're focused completely on realizing the many benefits of significantly improved scale and capabilities all efficiently housed under one roof. Simultaneously, our aim is to simplify our portfolio investments and business lines as quickly as possible. The resultant streamlined organization will be a leading diversified equity REIT with a concentration in select areas demonstrating the most favorable supply/demand dynamics globally that further benefits from an embedded best-in-class investment management operation. We expect to make substantial progress towards this goal during 2017 and have all of this in place no later than the end of next year.”
NSAM Fourth Quarter 2016 Financial and Selected Operating Results
For the fourth quarter 2016, NSAM reported net loss attributable to common stockholders of $(11.1) million, or $(0.06) per basic share. CAD was $37.7 million, or $0.20 per share.
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 $(15) million, or $(0.08) per share.
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
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• | Total aggregate asset management and other fees of $20.7 million earned during the fourth quarter 2016 |
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• | Cash available for investment of $459.2 million as of December 31, 2016 |
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• | Total capital raised of approximately $76.5 million during the fourth quarter 2016 and approximately $398.8 million during 2016 |
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• | Total investments of $169.6 million during the fourth quarter 2016 |
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(in millions, except as noted) | NorthStar Income | NorthStar Healthcare | NorthStar Income II | NorthStar/RXR NY Metro Real Estate | Total |
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Capital Raising Status | Completed July 2013 | Completed January 2016 | Completed November 2016 | Active | |
Primary Strategy | CRE Debt | Healthcare Equity and Debt | CRE Debt | NY Metro Area CRE Equity and Debt | |
Offering Size | $1.2 billion(1) | $2.1 billion(1) | $1.65 billion(1) | $2.0 billion(1) | $6.95 billion |
Capital Raised | | | | | |
Q4 2016 | $10.6 | $16.9 | $42.5 | $6.5 | $76.5 |
Full Year 2016 | 43.5 | 68.6 | 278.2 | 8.5 | 398.8 |
Inception to 12-31-16 | 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 12-31-16 | 1,693.5 | 3,277.7 | 1,760.7 | 11.0 | 6,742.9 |
Cash as of 12-31-16 | 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 | $6.5 | $8.6 | $5.6 | $— | $20.7 |
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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. |
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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
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• | 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 the SEC in May 2016, will focus mainly on commercial real estate debt investments. This information does not constitute an offer to sell or to purchase any securities. |
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• | 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 the SEC 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 $19.3 million of revenues and $9.8 million of Adjusted EBITDA, on a 100% consolidated basis. The Company has an approximate 84% interest in Townsend.
NorthStar Realty Europe (NYSE: NRE)
Base management fee of $3.5 million earned during the fourth quarter 2016.
Colony Fourth Quarter 2016 Financial and Selected Operating Results
For the fourth quarter 2016, Colony reported net loss attributable to common stockholders of $(16.8) million, or $(0.15) per basic share. Core FFO was $49.4 million, or $0.37 per basic share, and FFO was $(1.0) million, or $(0.01) per basic share.
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 $(4) million, or $(0.03) per basic share and increased provisions for loan losses, which are not expected to be recurring, of approximately $(6) million, or $(0.05) per basic share.
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 U.S. industrial portfolio (“Colony U.S. Industrial”) was an average 52% during the fourth quarter of 2016. With additional commitments drawn in the open-end fund during the fourth quarter of 2016, Colony’s interest in Colony U.S. Industrial is approximately 49% as of December 31, 2016. The Company continues to own a 100% interest in the related operating platform. Colony U.S. Industrial primarily invests in light industrial properties in infill locations in major U.S. metropolitan markets targeting multi-tenant buildings of up to 500,000 square feet and single tenant buildings of up to 250,000 square feet with an office buildout of less than 20%.
As of December 31, 2016, Colony U.S. Industrial’s portfolio consisted of 346 primarily light industrial buildings totaling 37.6 million square feet across 15 major U.S. markets and was 96% leased. During the fourth quarter, Colony U.S. Industrial’s same store portfolio produced recurring revenue growth of 2.5% and net operating income growth of 9.1% over the same period last year and sequential quarter-over-quarter recurring revenue growth of 0.5% and net operating income growth of 0.6%. Colony U.S. Industrial’s same store portfolio is defined as buildings in operation throughout the full periods presented under the comparison and included 307 and 322 properties in the year-over-year and quarter-over-quarter comparisons, respectively. During the fourth quarter 2016, this segment’s net loss attributable to common stockholders was $(5.2) million, while Core FFO was $12.2 million.
On September 30, 2016, Colony held a closing for its first open-end fund, which invests in the U.S. industrial market and has received $311 million of third-party commitments to date representing a 22% interest in the Colony U.S. Industrial portfolio. The Company holds a 49% interest in Colony U.S. Industrial and other long-term third party capital represents the balance of ownership.
Equity: Single Family Residential Rentals
Colony’s investment in Single Family Residential Rentals included 15.1 million shares in Colony Starwood Homes (NYSE:SFR), which represents a 14.0% ownership based on the total common shares and OP units outstanding. Separately, Colony owned a $58 million share of the net book value in Colony American Finance, which represents a 17.4% ownership. As of December 31, 2016, Colony’s interest in SFR had a carrying value of $316 million. Based on SFR’s closing share price of $32.54 on February 24, 2017, the Company’s interest in SFR was valued at $492 million. During the fourth quarter 2016, this segment’s net loss attributable to common stockholders was $(0.5) million, while Core FFO was $8.6 million.
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 $11.9 million and Core FFO was $18.8 million.
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 $31.9 million and Core FFO was $46.5 million.
Real Estate Investment Management
Colony’s Real Estate Investment Management segment included the business and operations of managing Colony-sponsored funds and other investment vehicles for third-party investors. As of December 31, 2016, Colony had $16.8 billion of AUM and $6.9 billion of FEEUM compared to $18.1 billion of AUM and $7.8 billion of FEEUM as of September 30, 2016. AUM and FEEUM decreased primarily due to the investment realizations in legacy funds being in excess of both new capital commitments and an increase of the fair value of investments under management. For the fourth quarter 2016, this segment’s net income attributable to common stockholders for the quarter was $3.6 million while Core FFO was $6.4 million.
NRF Fourth Quarter 2016 Financial and Selected Operating Results
For the fourth quarter 2016, NRF reported net income attributable to common stockholders of $61.6 million, or $0.34 per basic share. CAD was $48.4 million, or $0.26 per share.
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 $(19) million, or $(0.11) per share; 2) loss of income from assets sold in the third and fourth quarters of approximately $(7) million, or $(0.04) per share; 3) lower income from interests in private equity funds of approximately $(4) million, or $(0.02) per share; and 4) non-recurring audit and other general and administrative expenses of approximately $(3) million, or $(0.02) per share.
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 December 31, 2016 and full quarter ended December 31, 2015. Portfolio results exclude the manufactured housing communities portfolio, which is under contract to be sold.
Healthcare Real Estate
For the fourth quarter 2016, combined healthcare portfolio NOI was $91.8 million. Same store fourth quarter 2016 NOI was $80.4 million compared to same store fourth quarter 2015 NOI of $79.5 million. Applying the average currency exchange rates from the fourth quarter 2015, same store 2016 NOI would have been $81.5 million.
The following table presents NOI and selected operating metrics by property types in our healthcare real estate segment:
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| NOI | | NOI - Same Store | | Occupancy % - Same Store (2) | | Lease (EBITDAR) Coverage - Same Store (2) |
(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 |
Senior Housing - Operating | 18.3 |
| | 18.3 |
| 17.0 |
| | 88.1 | % | 90.2 | % | | N/A | N/A |
Senior Housing - Triple Net Lease (1) | 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 |
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(1) | Applying the average currency exchange rates from the fourth quarter 2015, same store 2016 Senior Housing - Triple Net Lease NOI would have been $15.1 million and same store 2016 total healthcare real estate NOI would have been $81.5 million for the fourth quarter 2016. |
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(2) | Occupancy % for Senior Housing - Operating represents average of the presented quarter, MOB’s is as of last day in the quarter and for other types represents average of the prior quarter. Lease (EBITDAR) Coverage reflects the ratio of EBITDAR to cash rent on a trailing 12 month basis, as of September 30, 2016 and September 30, 2015. |
Hotels
For the fourth quarter 2016, EBITDA was $57.7 million, RevPAR was $85, WA occupancy was 69.4% and EBITDA margin was 30.4% compared to EBITDA of $60.9 million, RevPAR of $86, WA occupancy of 70.3% and EBITDA margin of 32.1% for the fourth quarter 2015.
Net Lease Real Estate
For the fourth quarter 2016, NOI was $5.7 million, compared to NOI of $6.2 million for the fourth quarter 2015. Excluding rent concessions provided to a tenant that renewed its lease during 2016, fourth quarter 2016 NOI would have been $6.1 million.
Multifamily Real Estate
For the fourth quarter 2016, NOI was $2.1 million. For the fourth quarter 2016, same store NOI was $1.7 million, compared to same store NOI of $1.6 million for the fourth quarter 2015.
Multi-tenant Office Real Estate
For the fourth quarter 2016, NOI was $2.5 million, compared to NOI of $2.8 million for the fourth quarter 2015.
Interest in Private Equity Funds
For the fourth quarter 2016, aggregate gross distributions were $63.5 million, of which $14.3 million was income earned, and aggregate contributions totaled $0.2 million. As of December 31, 2016, aggregate portfolio net carrying value was $413.8 million.
Balance Sheet Real Estate Debt
For the fourth quarter 2016, aggregate portfolio income was $5.0 million. During the fourth quarter 2016, asset sales and repayments totaled $2.9 million. As of December 31, 2016, aggregate portfolio carrying value was $195.9 million.
Subsequent to the fourth quarter 2016, the Company sold a loan at carrying value for $34.0 million.
Repurchased N-Star CDO Bonds and Other Securities
For the fourth quarter 2016, aggregate portfolio income earned was $13.3 million, which includes $3.7 million related to repurchased CDO bonds that are eliminated in consolidation. As of December 31, 2016, the principal amount of the portfolio, excluding repurchased CDO bonds that are eliminated in consolidation, was $429.8 million. As of December 31, 2016, the principal amount of repurchased CDO bonds that are eliminated in consolidation was $139.1 million.
N-Star CDO Equity and Other Income
For the fourth quarter 2016, aggregate CDO equity distributions and other income was $12.1 million.
Asset Monetizations
During the fourth quarter 2016, NRF sold five multifamily properties for $158 million, at an approximate 6.5% cap rate, which resulted in net proceeds of approximately $43 million.
During the fourth quarter 2016 and first quarter 2017, NRF sold a subset of its medical office building portfolio for $783 million, at an approximate 5.6% cap rate, which resulted in net proceeds of approximately $81 million. This sale included 35 of the original 38 properties expected to be sold.
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 $340 million, representing an implied 6.1% cap rate.
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 $1.40 to $1.58 per share, but does not intend to provide updates to Core FFO guidance going forward. In comparison to the original 2017 guidance that was provided in the Investor Presentation related to the merger filed on June 7, 2016, the update includes lower earnings due primarily to: 1) less third party capital raising; 2) less cash available to deploy into investments resulting from the increase of the NSAM special dividend among other reasons; and, 3) accelerating the replacement of higher-yielding, non-core investments with lower-yielding investments that better fit the strategic direction of the Company. The updated 2017 guidance included in this press release is subject to the cautionary statements and limitations described in the Cautionary Statement Regarding Forward-Looking Statements section at the end of this press release.
Common Stock Repurchase Program
On February 23, 2017, the Company’s Board of Directors authorized the Company to purchase up to $300 million of its outstanding common stock through February 22, 2018.
Common Dividends
On January 20, 2017, the Company paid (i) a dividend of $0.04444 per share of common stock to former Colony stockholders representing a pro rata dividend for the period from January 1, 2017 through January 10, 2017 of the quarterly dividend rate of $0.40 per Colony share and (ii) a dividend of $0.04444 per share of common stock to former NRF stockholders representing a pro rata dividend for the period from January 1, 2017 through January 10, 2017 of the quarterly dividend rate of $0.40 per NRF share.
On January 27, 2017, the Company paid a one-time special dividend of $1.16 per share of NSAM common stock to former NSAM stockholders.
On February 23, 2017, the Company’s Board of Directors declared a quarterly cash dividend of $0.27 per 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 from January 11, 2017 to March 31, 2017 and paid on April 17, 2017 to respective stockholders of record on March 31, 2017.
Preferred Dividends
On January 16, 2017, the Company paid quarterly cash dividends of (i) $0.53125 per share of 8.50% Series F Cumulative Redeemable Perpetual Preferred Stock, (ii) $0.46875 per share of 7.50% Series G Cumulative Redeemable Perpetual Preferred Stock, and (iii) $0.4453 per share of 7.125% Series H Cumulative Redeemable Perpetual Preferred Stock, in each case, to respective stockholders of record on December 30, 2016.
On February 15, 2017, the Company paid quarterly cash dividends of (iv) $0.54688 per share of 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, (v) $0.51563 per share of 8.25% Series B Cumulative Redeemable Perpetual Preferred Stock, (vi) $0.55469 per share of 8.875% Series C Cumulative Redeemable Perpetual Preferred Stock, (vii) $0.53125 per share of 8.50% Series D Cumulative Redeemable Perpetual Preferred Stock, and (viii) $0.54688 per share of 8.75% Series E Cumulative Redeemable Perpetual Preferred Stock, in each case, to respective stockholders of record on February 10, 2017.
On February 23, 2017, the Company’s Board of Directors declared (i) quarterly cash dividends of (a) $0.54688 per share of 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, (b) $0.51563 per share of 8.25% Series B Cumulative Redeemable Perpetual Preferred Stock, (c) $0.55469 per share of 8.875% Series C Cumulative Redeemable Perpetual Preferred Stock, (d) $0.53125 per share of 8.50% Series D Cumulative Redeemable Perpetual Preferred Stock, and (e) $0.54688 per share of 8.75% Series E Cumulative Redeemable Perpetual Preferred Stock, in each case, payable on May 15, 2017 to respective stockholders of record on May 10, 2017 and (ii) quarterly cash dividends of (f) $0.53125 per share of 8.50% Series F Cumulative Redeemable Perpetual Preferred Stock, (g) $0.46875 per share of 7.50% Series G Cumulative Redeemable Perpetual Preferred Stock, and (h) $0.4453 per share of 7.125% Series H Cumulative Redeemable Perpetual Preferred Stock, in each case, payable on April 17, 2017 to respective stockholders of record on March 31, 2017.
Asset Monetizations
The Company has entered into a definitive agreement to sell its entire manufactured housing communities portfolio for $2.0 billion, which will result in net proceeds of approximately $615 million. This transaction is expected to close in the first quarter 2017; however, there is no assurance this transaction will close on the terms anticipated, if at all.
Liquidity, Financing and Capital Markets
Concurrent with the closing of the merger, NSAM and NRF repaid in entirety their term loan borrowings of $0.5 billion and $0.4 billion, respectively, and Colony NorthStar amended and restated Colony’s revolving credit facility increasing commitments from $850 million to $1.0 billion and renewing the initial term to four years with two 6-month extension options.
As of February 24, 2017, the Company had a total of approximately $135 million of unrestricted cash, $500 million of undrawn capacity on its $1.0 billion revolving credit facility and expects to receive $615 million of net proceeds from the sale of the manufactured housing communities portfolio.
Stockholders’ Equity
As of February 24, 2017, the Company had approximately 564.3 million Class A and B common stock and restricted stock units outstanding and the Company’s operating partnership had approximately 34.3 million operating company units outstanding held by members other than the Company or its subsidiaries.
Assets Under Management (“AUM”)
As of December 31, 2016 the Company had $56 billion of AUM, pro forma for NRF asset monetizations as of February 24, 2017:
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| | | | | | |
(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 | % |
NorthStar Realty Europe (NYSE:NRE) | 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 December 31, 2016, and included $0.3 billion of uncalled limited partner capital commitments which did not bear fees. Additionally, $0.3 billion pertained to FEEUM of Colony’s equity-method investment in a German-based asset management platform. Colony’s calculations of FEEUM may differ from the calculations of other asset managers, and as a result this measure may not be comparable to similar measures presented by other asset managers.
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 December 31, 2016 and equaled the sum of: a) the gross fair value of investments held directly by Colony or managed by Colony on behalf of its private funds, co-investments, or other investment vehicles; b) leverage, inclusive of debt held by investments and deferred purchases prices; c) uncalled limited partner capital commitments which Colony was entitled to call from investors during the given commitment period at its discretion pursuant to the terms of their respective funds; and d) with respect to majority-owned and substantially controlled investments consolidated by Colony, gross assets attributable to third-party investors. Colony’s calculations of AUM may differ from the calculations of other asset managers, and as a result this measure may not be comparable to similar measures presented by other asset managers.
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 December 31, 2016, proforma for NRF asset monetizations, while legacy NRF real estate assets are based on preliminary merger purchase price accounting figures and retail companies and NorthStar Realty Europe are presented as of February 24, 2017. AUM further includes a) uncalled capital commitments and b) for corporate investments in affiliates with asset and investment management functions, includes the Company’s pro-rata share assets of each affiliate as presented and calculated by the affiliate. Affiliates include RXR Realty LLC, SteelWave, LLC, American Healthcare Investors and Hamburg Trust. The Company's calculations of AUM may differ materially from the calculations of other asset managers, and as a result, this measure may not be comparable to similar measures presented by other asset managers.
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 Operating Partnership and the following items: equity-based compensation, depreciation and amortization related items, amortization of deferred financing costs, foreign currency gains (losses), impairment on goodwill and other intangible assets, straight-line rent, adjustments for joint ventures and investment funds, unrealized (gain) loss from fair value adjustments, realized gain (loss) on investments and transaction and other costs. These items, if applicable, included any adjustments for unconsolidated ventures. NSAM management also believed that quarterly distributions were principally based on operating performance and its board of directors included CAD as one of several metrics it reviewed to determine quarterly distributions to stockholders.
CAD should not be considered as an alternative to net income (loss) attributable to common stockholders, determined in accordance with U.S. GAAP, as an indicator of operating performance. In addition, NSAM’s methodology for calculating CAD involved subjective judgment and discretion and may differ from the methodologies used by other comparable companies when calculating the same or similar supplemental financial measures and may not be comparable with these companies.
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 U.S. GAAP and CAD was the same. However, for CDO financing transactions that are consolidated under U.S. GAAP, the CDO bonds were not presented as an investment but rather were eliminated in NRF’s consolidated financial statements. In addition, NRF adjusted for distributions and adjustments to joint venture partners, which represented the net return generated from NRF investments allocated to our non-controlling interests. For NRF’s owned hotels, NRF’s CAD calculation did not make an adjustment for furniture, fixtures and equipment (FF&E) reserves. CAD fluctuated from period to period based upon a variety of factors, including, but not limited to, the timing and amount of investments, repayments and asset sales, capital raised, use of leverage, changes in the expected yield of investments and the overall conditions in commercial real estate and the economy generally. Management also believed that quarterly distributions were principally based on operating performance and NRF’s board of directors included CAD as one of several metrics it reviewed to determine quarterly distributions to stockholders.
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 U.S. GAAP and certain other non-recurring items.
CAD should not be considered as an alternative to net income (loss) attributable to common stockholders, determined in accordance with U.S. GAAP, as an indicator of operating performance. In addition, NRF’s methodology for calculating CAD involved subjective judgment and discretion and may differ from the methodologies used by other comparable companies, including other REITs, when calculating the same or similar supplemental financial measures and may not be comparable with these companies.
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 Board of Governors of the National Association of Real Estate Investment Trusts, which defines FFO as net income or loss calculated in accordance with GAAP, excluding extraordinary items, as defined by GAAP, gains and losses from sales of depreciable real estate and impairment write-downs associated with depreciable real estate, plus real estate-related depreciation and amortization, and after similar adjustments for unconsolidated partnerships and joint ventures. Included in FFO are gains and losses from sales of assets which are not depreciable real estate such as loans receivable, investments in unconsolidated joint ventures as well as investments in debt and other equity securities, as applicable.
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 Colony Starwood Homes (NYSE: SFR) represented its percentage interest multiplied by SFR's reported Core FFO, which may differ from Colony’s calculation of Core FFO. Refer to SFR's filings for its definition and calculation of Core FFO.
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 U.S. GAAP and capital expenditures and leasing costs necessary to maintain the operating performance of properties, all of which may be significant economic costs. NOI may fail to capture significant trends in these components of U.S. GAAP net income (loss) which further limits its usefulness.
NOI should not be considered as an alternative to net income (loss), determined in accordance with U.S. GAAP, as an indicator of operating performance. In addition, NRF’s methodology for calculating NOI involved subjective judgment and discretion and may differ from the methodologies used by other comparable companies, including other REITs, when calculating the same or similar supplemental financial measures and may not be comparable with these companies.
Fourth Quarter 2016 Conference Call
The Company will conduct a conference call to discuss the financial results on Wednesday, March 1, 2017 at 7:00 a.m. PT / 10:00 a.m. ET. To participate in the event by telephone, please dial (877) 407-4018 ten minutes prior to the start time (to allow time for registration). International callers should dial (201) 689-8471. The call will also be broadcast live over the Internet and can be accessed on the Investor Relations section of the Company’s website at http://www.clns.com. A webcast of the call will be available for 90 days on the Company’s website.
For those unable to participate during the live call, a replay will be available starting March 1, 2017, at 10:00 a.m. PT / 1:00 p.m. ET, through March 8, 2017, at 8:59 p.m. PT / 11:59 p.m. ET. To access the replay, dial (844) 512-2921 (U.S.), and use passcode 13653984. International callers should dial (412) 317-6671 and enter the same conference ID number.
About Colony NorthStar, Inc.
Colony NorthStar, Inc. (NYSE:CLNS) is a leading global real estate and investment management firm. The Company resulted from the January 2017 merger between Colony Capital, Inc., NorthStar Asset Management Group Inc. and NorthStar Realty Finance Corp. The Company has significant property holdings in the healthcare, industrial and hospitality sectors, opportunistic equity and debt investments and an embedded institutional and retail investment management business. The Company currently has assets under management in excess of $56 billion and manages capital on behalf of its stockholders, as well as institutional and retail investors in private funds, non-traded and traded real estate investment trusts and registered investment companies. In addition, the Company owns NorthStar Securities, LLC, a captive broker-dealer platform which raises capital in the retail market. The firm maintains principal offices in Los Angeles and New York, with more than 500 employees in offices located across 17 cities in ten countries. The Company will elect to be taxed as a REIT for U.S. federal income tax purposes. For additional information regarding the Company and its management and business, please refer to www.clns.com.
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 NorthStar Asset Management Group Inc., Colony Capital, Inc. and NorthStar Realty Finance Corp., Colony NorthStar’s liquidity, including its ability to complete identified monetization transactions and other potential sales of non-core investments, whether Colony NorthStar will be able to achieve a streamlined organization as a leading diversified equity REIT with a concentration in select areas demonstrating the most favorable supply/demand dynamics globally that further benefits from an embedded best-in-class investment management operation in the anticipated timeframe or ever, the timing of and ability to deploy available capital, the timing of and ability to complete repurchases of Colony NorthStar’s stock, Colony NorthStar’s ability perform on the RMZ, Colony NorthStar’s leverage, including the timing and amount of borrowings under its credit facility, increased interest rates and operating costs, adverse economic or real estate developments in Colony NorthStar’s markets, Colony NorthStar’s failure to successfully operate or lease acquired properties, decreased rental rates, increased vacancy rates or failure to renew or replace expiring leases, defaults on or non-renewal of leases by tenants, the impact of economic conditions on the borrowers of Colony NorthStar’s commercial real estate debt investments and the commercial mortgage loans underlying its commercial mortgage backed securities, adverse general and local economic conditions, an unfavorable capital market environment, decreased leasing activity or lease renewals, and other risks and uncertainties detailed in our filings with the Securities and Exchange Commission (“SEC”). All forward-looking statements reflect the Company’s good faith beliefs, assumptions and expectations, but they are not guarantees of future performance. Additional information about these and other factors can be found in Colony NorthStar’s reports filed from time to time with the Securities and Exchange Commission.
Colony NorthStar cautions investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this press release. Colony NorthStar is under no duty to update any of these forward-looking statements after the date of this press release, nor to conform prior statements to actual results or revised expectations, and Colony NorthStar does not intend to do so.
Investor Contacts:
Colony NorthStar, Inc.
Darren Tangen
Executive Vice President and Chief Financial Officer
310-552-7230
or
Addo Investor Relations
Lasse Glassen
(310) 829-5400
(FINANCIAL TABLES FOLLOW)
NORTHSTAR ASSET MANAGEMENT GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
|
| | | | | | | |
| December 31, |
| 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 |
| | — |
|
Goodwill | 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 | | | |
NorthStar Asset Management Group Inc. Stockholders’ 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 | ) |
Total NorthStar Asset Management Group Inc. stockholders’ equity | 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 |
|
NORTHSTAR ASSET MANAGEMENT GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
|
| | | | | | | |
| Three Months Ended December 31, |
| 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 NorthStar Asset Management Group Inc. common stockholders | $ | (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 December 31, 2016 and 2015 includes $16.0 million and $14.3 million of equity-based compensation expense, respectively. |
NORTHSTAR ASSET MANAGEMENT GROUP INC.
CASH AVAILABLE FOR DISTRIBUTION
(In thousands, except per share data)
(Unaudited)
|
| | | | | | | | |
| | Three Months Ended December 31, |
| | 2016 | | 2015 (As Revised) (1) |
Net income (loss) attributable common stockholders | | $ | (11,060 | ) | | $ | 18,829 |
|
Non-controlling interests attributable to NSAM's Operating Partnership | | (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 December 31, 2015 has been revised from previously reported numbers by $(1.9) million related to deferred taxes which had been a previous adjustment in the computation of CAD. This revision is related to a change in calculation methodology of CAD made during 2016. NSAM had previously reported CAD of $52.3 million, or $0.27 per share. |
| |
(2) | The three months ended December 31, 2016 includes equity-based compensation expense related to grants of NorthStar Realty stock issued prior to the NSAM Spin-off of $2.4 million, one-time grants issued in connection with the NSAM Spin-off of $5.8 million, annual grants issued to executives and employees of $7.4 million and other grants to non-employees of $0.4 million. The three months ended December 31, 2015 includes equity-based compensation expense related to grants of NorthStar Realty stock issued prior to the NSAM Spin-off of $3.0 million, one-time grants issued in connection with the NSAM Spin-off of $7.7 million, annual grants issued to executives and employees of $3.5 million and other grants to non-employees of $0.1 million. |
| |
(3) | The three months ended December 31, 2016 includes an adjustment to add $1.0 million of equity-based compensation expense, $2.7 million of depreciation and amortization expense related to unconsolidated ventures and a reduction of $(0.1) million related to net unrealized and realized gains (losses) on the Townsend Funds. The three months ended December 31, 2015 includes an adjustment to add $0.2 million of equity-based compensation expense and $4.0 million of depreciation and amortization expense related to unconsolidated ventures. |
| |
(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 December 31, 2016, amount related to the sale of NSAM's interest in Island Hospitality Management Inc. |
| |
(6) | The three months ended December 31, 2016 includes an adjustment to add back transaction costs of $15.3 million which related to the merger with NorthStar Realty and Colony and an impairment of $0.7 million. The three months ended December 31, 2015 includes $(0.2) million of straight-line rental expense and $8.4 million of one-time expenses and transaction costs which includes a buyout and satisfaction of all participating interests related to NorthStar Income for $8.1 million. |
| |
(7) | The three months ended December 31, 2016 includes an adjustment to exclude depreciation of $2.7 million and amortization of deferred financing costs of $1.0 million. The three months ended December 31, 2015 includes an adjustment to exclude depreciation of $0.5 million and amortization of deferred financing costs of $0.4 million. |
| |
(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)
|
| | | | | | | | |
| | December 31, |
| | 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 |
|
Goodwill | | 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 Operating Company | | 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 December 31, |
| | 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 December 31, |
| | 2016 | | 2015 (As Revised)(1) |
Net (loss) income attributable to common stockholders | | $ | (16,810 | ) | | $ | 18,745 |
|
Adjustments for FFO attributable to common interests in Operating Company: | | | | |
Net (loss) income attributable to noncontrolling common interests in Operating Company | | (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 Operating Company and common stockholders | | $ | (1,021 | ) | | $ | 53,880 |
|
| | | | |
Additional adjustments for Core FFO attributable to common interests in Operating Company and common stockholders: |
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 Operating Company and common stockholders | | $ | 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 December 31, 2015 have been revised from previously reported numbers to reflect the changes as further described in Notes (2) and (3). The Company had previously reported FFO of $54,272, Core FFO of $76,698, Basic FFO per share of $0.41, Diluted FFO per share of $0.39, Core FFO per share of $0.57 and Diluted Core FFO per share of $0.53. |
| |
(2) | Adjustments attributable to noncontrolling interests in investment entities for the three months ended December 31, 2016 and 2015 include a cumulative correction of allocation of loss to noncontrolling interests of $4,343 and ($392), respectively. |
| |
(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 December 31, 2015 has been revised to include an adjustment of $666 attributable to the deferred tax effect of noncash equity compensation expense. |
| |
(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 December 31, 2016, excluded from the calculation of diluted FFO per share is the effect of adding back $6.8 million of interest expense and 24.9 million weighted average shares for the assumed conversion of convertible notes as their inclusion would be antidilutive. |
NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
|
| | | | | | | |
| December 31, |
| 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 |
|
Total NorthStar Realty Finance Corp. stockholders’ equity | 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 December 31, |
| 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 December 31, 2016 represent the Company’s results of operations following the NRE Spin-off on October 31, 2015. The three months ended December 31, 2015 include a carve-out of revenues and expenses attributable to NorthStar Europe recorded in discontinued operations. |
| |
(2) | The three months ended December 31, 2016 and 2015 includes $6.4 million and $3.0 million of equity-based compensation expense, respectively. |
| |
(3) | Adjusted for the one-for-two reverse stock split completed on November 1, 2015. |
NORTHSTAR REALTY FINANCE CORP.
CASH AVAILABLE FOR DISTRIBUTION
(In thousands, except per share data)
(Unaudited)
|
| | | | | | | |
| Three Months Ended December 31, |
| 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 December 31, 2015 has been revised from previously reported numbers by $(5.9) million related to deferred taxes which had been a previous adjustment in the computation of CAD. This revision is related to a change in calculation methodology of CAD made during 2016. NRF had previously reported CAD of $118.0 million, or $0.63 per share. |
| |
(2) | The three months ended December 31, 2016 includes an adjustment to exclude depreciation and amortization of $77.8 million (including $0.2 million related to unconsolidated ventures), straight-line rental income of $(5.1) million, amortization of above/below market leases of $1.4 million, amortization of deferred financing costs of $12.1 million, amortization of discount on financings and other of $0.4 million and amortization of equity-based compensation of $6.4 million. The three months ended December 31, 2015 includes an adjustment to exclude depreciation and amortization of $117.6 million (including $0.2 million related to unconsolidated ventures and $0.7 million of cash flow related to community fees), straight-line rental income of $(7.0) million, amortization of above/below market leases of $2.9 million, amortization of deferred financing costs of $15.3 million, amortization of discount on financings and other of $14.0 million (primarily related to an early loan payoff and $1.2 million of net year end adjustments) and amortization of equity-based compensation of $3.0 million. |
| |
(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 December 31, 2016 includes an adjustment to exclude a $30.0 million net gain related to the sale of real estate investments, a $22.4 million gain related to the foreclosure of real estate, $(29.3) million non-cash loss related to securities in NRF's consolidated CDOs, $(1.4) million loss related to the sale of manufactured homes and $0.8 million of other real estate gains. The three months ended December 31, 2015 excludes $(4.6) million related to securities in NRF's consolidated CDOs, $0.1 million of foreign currency and $1.3 million of other real estate gains and includes $0.7 million related to the liquidation of CDO IV, $0.6 million related to losses in an unconsolidated venture and $0.3 million related to tax recovery. |
| |
(5) | The three months ended December 31, 2016 includes an adjustment to exclude $5.9 million of transaction costs, $4.4 million of impairment and include $1.3 million related to N-Star CDO equity interests. The three months ended December 31, 2015 includes an adjustment to exclude $5.6 million of transaction costs, $32.0 million of impairment (including $25.5 million of goodwill impairment) and $2.4 million of bad debt expense and include $5.6 million related to N-Star CDO equity interests. |
| |
(6) | The three months ended December 31, 2015 includes one month of activity of NorthStar Europe prior to the NRE Spin-off with an adjustment of $1.4 million to discontinued operations. |
| |
(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 December 31, 2016:
|
| | | | | | | | | | | | | | | | | | | | | |
(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 December 31, 2016, its manufactured housing portfolio and a portion of its medical office building portfolio, of which 34 properties were sold as of December 31, 2016. |
| |
(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 December 31, 2016:
|
| | | | | | | | | | | | | | | | | | |
(Unaudited, in thousands) | Total | Medical Office Buildings | Senior Housing - Operating | Senior Housing - 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 |
|
Exhibit
|
|
|
Forward-Looking Statements |
|
|
This presentation 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 the completed merger among NorthStar Asset Management Group Inc., Colony Capital, Inc. and NorthStar Realty Finance Corp., Colony NorthStar’s liquidity, including its ability to complete identified monetization transactions and other potential sales of non-core investments, the timing of and ability to deploy available capital, the timing of and ability to complete repurchases of Colony NorthStar’s stock, Colony NorthStar’s ability perform on the RMZ, Colony NorthStar’s leverage, including the timing and amount of borrowings under its credit facility, increased interest rates and operating costs, adverse economic or real estate developments in Colony NorthStar’s markets, Colony NorthStar’s failure to successfully operate or lease acquired properties, decreased rental rates, increased vacancy rates or failure to renew or replace expiring leases, defaults on or non-renewal of leases by tenants, the impact of economic conditions on the borrowers of Colony NorthStar’s commercial real estate debt investments and the commercial mortgage loans underlying its commercial mortgage backed securities, adverse general and local economic conditions, an unfavorable capital market environment, decreased leasing activity or lease renewals, and other risks and uncertainties detailed in our filings with the Securities and Exchange Commission (“SEC”). All forward-looking statements reflect the Colony NorthStar’s good faith beliefs, assumptions and expectations, but they are not guarantees of future performance. Additional information about these and other factors can be found in Colony NorthStar’s reports filed from time to time with the SEC.
Colony NorthStar cautions investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this presentation. Colony NorthStar is under no duty to update any of these forward-looking statements after the date of this presentation, nor to conform prior statements to actual results or revised expectations, and Colony NorthStar does not intend to do so.
This presentation may contain statistics and other data that has been obtained or compiled from information made available by third-party service providers. Colony NorthStar has not independently verified such statistics or data.
This presentation is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Colony NorthStar. This information is not intended to be indicative of future results. Actual performance of Colony NorthStar may vary materially.
The endnotes herein contain important information that is material to an understanding of this presentation and you should read this presentation only with and in context of the endnotes.
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Colony Capital, Inc. Fourth Quarter 2016 Supplemental Financial Report | | 1 | |
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Important Note Regarding Non-GAAP Financial Measures |
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This supplemental package includes certain “non-GAAP” supplemental measures that are not defined by generally accepted accounting principles, or GAAP, including funds from operations, or FFO, and core funds from operations, or Core FFO and pro rata financial information.
The Company calculates funds from operations ("FFO") in accordance with standards established by the Board of Governors of the National Association of Real Estate Investment Trusts, which defines FFO as net income or loss calculated in accordance with GAAP, excluding gains and losses from sales of depreciable real estate and impairment write-downs associated with depreciable real estate, plus real estate-related depreciation and amortization, and after similar adjustments for unconsolidated partnerships and joint ventures. Included in FFO are gains and losses from sales of assets which are not depreciable real estate such as loans receivable, investments in unconsolidated joint ventures as well as investments in debt and other equity securities, as applicable.
The Company computes core funds from operations ("Core FFO") by adjusting FFO for the following items, including the Company's share of these items recognized by 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, the Company's share of Core FFO from its interest in Colony Starwood Homes (NYSE:SFR) will represent its percentage interest multiplied by SFR's reported Core FFO, which may differ from the Company's calculation of Core FFO. Refer to SFR's filings for its definition and calculation of Core FFO.
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 the Company's 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. The Company'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.
The Company uses 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. The Company also believes that, as widely recognized measures of the performance of REITs, FFO and Core FFO will 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 the Company’s properties that results 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 the Company’s results from operations, the utility of FFO and Core FFO as measures of the Company’s performance is limited. Our calculation 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. Accordingly, FFO and Core FFO should be considered only as supplements to net income as a measure of the Company’s performance.
The Company presents pro rata financial information, which is not, and is not intended to be, a presentation in accordance with GAAP. The Company computes pro rata financial information by applying its economic interest to each financial statement line item on an investment-by-investment basis. Similarly, noncontrolling interests’ share of assets, liabilities, profits and losses was computed by applying noncontrolling interests’ economic interest to each financial statement line item. The Company provides pro rata financial information because it may assist investors and analysts in estimating the Company’s economic interest in its investments. However, pro rata financial information as an analytical tool has limitations. Other equity REITs may not calculate their pro rata information in the same methodology, and accordingly, the Company’s pro rata information may not be comparable to such other REITs' pro rata information. As such, the pro rata financial information should not be considered in isolation or as a substitute for our financial statements as reported under GAAP, but may be used as a supplement to financial information as reported under GAAP.
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Colony Capital, Inc. Fourth Quarter 2016 Supplemental Financial Report | | 2 | |
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| | | Page | | | | | Page |
I. | Overview | | | V. | Single Family Residential Rentals | |
| a. | Summary Metrics | | | | a. | Summary Metrics | |
| b. | Summary of Segments | | | VI. | Other Real Estate Equity | |
II. | Financial Results | | | | a. | Summary Metrics | |
| a. | Consolidated Income Statement | | | | b. | Portfolio Overview | |
| b. | Consolidated Segment Balance Sheet
| | | | | | |
| c. | Noncontrolling Interests' Share Segment Balance Sheet
| | | VII. | Real Estate Debt | |
| d. | Consolidated Segment Operating Results
| | | | a. | Summary Metrics | |
| e.
| Noncontrolling Interests' Share Segment Operating Results | | | | b. | Portfolio Overview by Loan Type | |
| f. | Segment Reconciliation of Net Income to FFO & Core FFO | | | | c. | Portfolio Overview by Collateral Type | |
III. | Capitalization | | | VIII.
| Investment Management
| |
| a. | Overview | | | | a.
| Summary Metrics
| |
| b. | Debt Overview | | | IX.
| Definitions
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| c. | Debt Maturity and Amortization Schedules | | | | | | |
| d. | Investment-Level Debt Overview | | | | | | |
| e. | Credit Facility, Convertible Debt & Preferred Equity Overview | | | | | | |
IV. | Industrial | | | | | | |
| a. | Summary Metrics | | | | | | |
| b. | Portfolio & Lease Overview | | | | | | |
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Colony Capital, Inc. Fourth Quarter 2016 Supplemental Financial Report | | 3 | |
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Ia. Overview—Summary Metrics |
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($ and shares in thousands, except per share data) | | Three months ended December 31, 2016 | | Twelve months ended December 31, 2016 |
Financial data | | | | |
Net income attributable to common stockholders | $ | (16,810 | ) | $ | 67,159 |
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Net income attributable to common stockholders per basic share | | (0.15 | ) | | 0.58 |
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Core FFO | | 49,389 |
| | 272,275 |
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Core FFO per basic share | | 0.37 |
| | 2.02 |
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FFO | | (1,021 | ) | | 158,462 |
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FFO per basic share | | (0.01 | ) | | 1.18 |
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Balance sheet, capitalization and trading statistics | | | | |
Total consolidated assets | $ | 9,760,992 |
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CLNY OP share of consolidated assets | | 6,256,046 |
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Total consolidated debt (1) | | 3,757,646 |
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CLNY OP share of consolidated debt (1) | | 2,765,824 |
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Shares and OP units outstanding as of 1/10/2017 | | 135,654 |
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Share price as of 1/10/2017 | | 21.52 |
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Market value of common equity & OP units | | 2,919,274 |
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Liquidation preference of preferred equity | | 625,750 |
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Insider ownership of shares and OP units | | 18.1 | % | | |
AUM | | 16.8 billion |
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FEEUM | | 6.9 billion |
| | |
________
Note: See appendix for definitions and acronyms.
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(1) | Represents principal balance and excludes debt issuance costs, discounts and premiums. |
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Colony Capital, Inc. Fourth Quarter 2016 Supplemental Financial Report | | 4 | |
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Ib. Overview—Summary of Segments |
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($ in thousands, unless otherwise noted; as of or for the three months ended December 31, 2016) | | Consolidated amount | | | CLNY OP share of consolidated amount |
Industrial | | | | | |
1) Undepreciated cost basis of real estate assets (1)(2) | $ | 2,245,564 |
| | $ | 1,104,961 |
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Investment-level non-recourse financing (3) | | 1,010,514 |
| | | 497,237 |
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2) Carrying value of Industrial operating platform | | 20,000 |
| | | 20,000 |
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Net income attributable to common stockholders | | | | | (5,215 | ) |
Core FFO | | | | | 12,179 |
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Single Family Residential Rentals | | | | | |
1) Equity method investments - Colony Starwood Homes (Represents 14.0% interest in SFR) | $ | 316,113 |
| | $ | 316,113 |
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Colony Starwood Homes shares beneficially owned by OP and common stockholders | | 15.1 million |
| | | 15.1 million |
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2) Equity method investments - Colony American Finance (Represents 17.4% interest in CAF) | | 57,754 |
| | | 57,754 |
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Net loss attributable to common stockholders | | | | | (509 | ) |
Core FFO
| | | | | 8,617 |
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Other Real Estate Equity | | | | | |
1) Undepreciated cost basis of real estate assets, held for investment (1)(2) | $ | 1,451,754 |
| | $ | 901,981 |
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2) Undepreciated cost basis of real estate assets, held for sale (1)(2) | | 150,515 |
| | | 65,347 |
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Investment-level non-recourse financing (3) | | 908,497 |
| | | 569,167 |
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3) Equity method investments | | 241,987 |
| | | 193,990 |
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4) Other investments - Albertsons investment | | 99,736 |
| | | 49,861 |
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Net income attributable to common stockholders | | | | | 11,885 |
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Core FFO
| | | | | 18,793 |
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Real Estate Debt | | | | | |
1) Loans receivable held for investment, net | $ | 3,432,992 |
| | $ | 2,208,852 |
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2) Loans receivable held for sale, net | | 29,353 |
| | | 28,223 |
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Investment-level financing (3) | | 772,387 |
| | | 633,172 |
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3) Carrying value of real estate assets (REO within debt portfolio) (1)(2) | | 77,938 |
| | | 25,113 |
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4) Equity method investments | | 305,878 |
| | | 135,636 |
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5) Other investments | | 23,446 |
| | | 4,771 |
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Net income attributable to common stockholders | | | | | 31,879 |
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Core FFO
| | | | | 46,491 |
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Investment Management | | | | | |
AUM | | | | $ | 16.8 billion |
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FEEUM | | | | | 6.9 billion |
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Credit Funds | | | | | 3.6 billion |
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Core Plus / Value-Add Funds | | | | | 1.6 billion |
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Opportunity Funds | | | | | 1.7 billion |
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Net income attributable to common common stockholders | | | | | 3,586 |
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Core FFO
| | | | | 6,423 |
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________
(1) Includes all components related to real estate assets, including tangible real estate and lease-related intangibles.
(2) Excludes accumulated depreciation.
(3) Represents unpaid principal balance.
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Colony Capital, Inc. Fourth Quarter 2016 Supplemental Financial Report | | 5 | |
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IIa. Financial Results—Consolidated Income Statements |
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| | 2016 |
($ in thousands, except per share data) | | Q1 | | Q2 | | Q3 | | Q4 |
Income | | | | | | | | |
Interest income | | $ | 89,361 |
| | $ | 103,860 |
| | $ | 98,275 |
| | $ | 94,355 |
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Property operating income | | 91,617 |
| | 95,348 |
| | 92,505 |
| | 91,612 |
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Income from equity method investments | | 2,429 |
| | 53,113 |
| | 16,684 |
| | 27,149 |
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Fee income | | 16,609 |
| | 15,505 |
| | 17,233 |
| | 18,384 |
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Other income | | 3,202 |
| | 2,815 |
| | 4,054 |
| | 4,122 |
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Total income | | 203,218 |
| | 270,641 |
| | 228,751 |
| | 235,622 |
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Expenses | | | | | | | | |
Transaction, merger integration, investment and servicing expenses | | 11,421 |
| | 13,360 |
| | 11,305 |
| | 28,185 |
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Interest expense | | 41,871 |
| | 42,568 |
| | 42,196 |
| | 43,448 |
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Property operating expenses | | 30,786 |
| | 29,780 |
| | 28,903 |
| | 28,992 |
|
Depreciation and amortization | | 46,142 |
| | 39,541 |
| | 43,593 |
| | 42,406 |
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Provision for loan losses | | 4,630 |
| | 6,213 |
| | 6,569 |
| | 17,593 |
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Impairment loss | | 2,079 |
| | 2,441 |
| | 941 |
| | 6,256 |
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Compensation expense | | 26,867 |
| | 24,240 |
| | 29,582 |
| | 31,149 |
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Administrative expenses | | 12,771 |
| | 13,098 |
| | 12,891 |
| | 12,939 |
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Total expenses | | 176,567 |
| | 171,241 |
| | 175,980 |
| | 210,968 |
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Gain on sale of real estate assets, net | | 51,119 |
| | 5,844 |
| | 11,151 |
| | 5,502 |
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Other (loss) gain, net | | 14,045 |
| | (348 | ) | | 4,573 |
| | 146 |
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Income before income taxes | | 91,815 |
| | 104,896 |
| | 68,495 |
| | 30,302 |
|
Income tax (provision) benefit | | (784 | ) | | (1,760 | ) | | 3,409 |
| | (5,647 | ) |
Net income | | 91,031 |
| | 103,136 |
| | 71,904 |
| | 24,655 |
|
Net income attributable to noncontrolling interests—Investment entities | | 57,595 |
| | 40,169 |
| | 32,744 |
| | 32,576 |
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Net income attributable to noncontrolling interests—Operating Company | | 3,421 |
| | 7,918 |
| | 4,189 |
| | (3,204 | ) |
Net income attributable to Colony Capital, Inc. | | 30,015 |
| | 55,049 |
| | 34,971 |
| | (4,717 | ) |
Preferred dividends | | 11,880 |
| | 12,093 |
| | 12,093 |
| | 12,093 |
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Net income attributable to common stockholders | | $ | 18,135 |
| | $ | 42,956 |
| | $ | 22,878 |
| | $ | (16,810 | ) |
Net income per common share—Basic | | $ | 0.16 |
| | $ | 0.38 |
| | $ | 0.20 |
| | $ | (0.15 | ) |
Net income per common share—Diluted | | $ | 0.16 |
| | $ | 0.36 |
| | $ | 0.20 |
| | $ | (0.15 | ) |
Weighted average number of common shares outstanding—Basic | | 111,660 |
| | 112,306 |
| | 112,423 |
| | 112,539 |
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Weighted average number of common shares outstanding—Diluted | | 111,660 |
| | 137,255 |
| | 112,423 |
| | 112,539 |
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FFO attributable to common interests in Operating Company and common stockholders (1) | | $ | 36,348 |
| | $ | 76,857 |
| | $ | 46,278 |
| | $ | (1,021 | ) |
FFO per common share / common OP Unit (1) | | $ | 0.27 |
| | $ | 0.57 |
| | $ | 0.34 |
| | $ | (0.01 | ) |
Core FFO attributable to common interests in Operating Company and common stockholders (1)(2) | | $ | 54,935 |
| (2)
| $ | 98,671 |
| | $ | 69,280 |
| | $ | 49,389 |
|
Core per common share / common OP Unit (1)(2) | | $ | 0.41 |
| (2)
| $ | 0.73 |
| | $ | 0.51 |
| | $ | 0.37 |
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(1) | Total FFO and Core FFO attributable to common interests in Operating Company and common stockholders have been adjusted from previously reported figures to reflect the correction of over-allocation of loss to noncontrolling interests as follows: reduction of $0.4 million, $1.7 million, $0.7 million for the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016, respectively. |
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(2) | In Q2 2016, the Company added the deferred tax effect related to Core FFO adjustments to the definition of Core FFO. As such, the Company has presented revised Core FFO and Core FFO per basic common share / common OP Unit for prior periods to exclude such deferred tax effects to conform to the current quarter calculation of Core FFO. |
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Colony Capital, Inc. Fourth Quarter 2016 Supplemental Financial Report | | 6 | |
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IIb. Financial Results—Consolidated Segment Balance Sheet |
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| | | | | | | | | | | | | Total |
($ in thousands; as of December 31, 2016) | Industrial | | Single-Family Residential Rentals | | Other Real Estate Equity | | Real Estate Debt | | Investment Management | | Amounts not allocated to segments | |
ASSETS | | | | | | | | | | | | | |
Cash | $ | 132,524 |
| | $ | — |
| | $ | 75,945 |
| | $ | 145,631 |
| | $ | 15,704 |
| | $ | 6,201 |
| | $ | 376,005 |
|
Loans receivable, net | | | | | | | | | | | | | |
Held for investment | — |
| | — |
| | — |
| | 3,432,992 |
| | — |
| | — |
| | 3,432,992 |
|
Held for sale | — |
| | — |
| | — |
| | 29,353 |
| | — |
| | — |
| | 29,353 |
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Real estate assets, net | | | | | | | | | | | | | |
Held for investment | 1,969,247 |
| | — |
| | 1,266,132 |
| | 8,252 |
| | — |
| | — |
| | 3,243,631 |
|
Held for sale | 23,504 |
| | — |
| | 130,929 |
| | 69,521 |
| | — |
| | — |
| | 223,954 |
|
Equity method investments | — |
| | 373,867 |
| | 241,987 |
| | 305,878 |
| | 13,187 |
| | 18,340 |
| | 953,259 |
|
Other investments | — |
| | — |
| | 99,736 |
| | 23,446 |
| | — |
| | — |
| | 123,182 |
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Goodwill | 20,000 |
| | — |
| | — |
| | — |
| | 660,127 |
| | — |
| | 680,127 |
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Deferred leasing costs and intangible assets, net | 86,308 |
| | — |
| | 142,811 |
| | 165 |
| | 70,696 |
| | — |
| | 299,980 |
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Due from affiliates and other assets | 36,089 |
| | — |
| | 45,294 |
| | 231,125 |
| | 22,138 |
| | 63,863 |
| | 398,509 |
|
Total assets | $ | 2,267,672 |
| | $ | 373,867 |
| | $ | 2,002,834 |
| | $ | 4,246,363 |
| | $ | 781,852 |
| | $ | 88,404 |
| | $ | 9,760,992 |
|
LIABILITIES & EQUITY | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | |
Accrued and other liabilities | $ | 51,456 |
| | $ | — |
| | $ | 72,779 |
| | $ | 73,511 |
| | $ | 70,482 |
| | $ | 31,935 |
| | $ | 300,163 |
|
Intangible liabilities, net | 12,134 |
| | — |
| | 8,928 |
| | — |
| | — |
| | — |
| | 21,062 |
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Due to affiliates—contingent consideration | — |
| | — |
| | — |
| | — |
| | — |
| | 41,250 |
| | 41,250 |
|
Dividends and distributions payable | — |
| | — |
| | — |
| | — |
| | — |
| | 65,972 |
| | 65,972 |
|
Debt, net | 999,560 |
| | — |
| | 892,604 |
| | 766,880 |
| | — |
| | 463,748 |
| | 3,122,792 |
|
Convertible senior notes, net | — |
| | — |
| | — |
| | — |
| | — |
| | 592,826 |
| | 592,826 |
|
Total liabilities | 1,063,150 |
| | — |
| | 974,311 |
| | 840,391 |
| | 70,482 |
| | 1,195,731 |
| | 4,144,065 |
|
Equity: | | | | | | | | | | | | | |
Stockholders' equity | 529,424 |
| | 327,865 |
| | 544,561 |
| | 1,719,186 |
| | 623,839 |
| | (971,076 | ) | | 2,773,799 |
|
Noncontrolling interests in investment entities | 600,815 |
| | — |
| | 407,555 |
| | 1,445,568 |
| | — |
| | — |
| | 2,453,938 |
|
Noncontrolling interests in Operating Company | 74,283 |
| | 46,002 |
| | 76,407 |
| | 241,218 |
| | 87,531 |
| | (136,251 | ) | | 389,190 |
|
Total equity | 1,204,522 |
| | 373,867 |
| | 1,028,523 |
| | 3,405,972 |
| | 711,370 |
| | (1,107,327 | ) | | 5,616,927 |
|
Total liabilities and equity | $ | 2,267,672 |
| | $ | 373,867 |
| | $ | 2,002,834 |
| | $ | 4,246,363 |
| | $ | 781,852 |
| | $ | 88,404 |
| | $ | 9,760,992 |
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Colony Capital, Inc. Fourth Quarter 2016 Supplemental Financial Report | | 7 | |
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IIc. Financial Results—Noncontrolling Interests' Share Segment Balance Sheet |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | Total noncontrolling interest share |
($ in thousands; as of December 31, 2016) | Industrial | | Single-Family Residential Rentals | | Other Real Estate Equity | | Real Estate Debt | | Investment Management | | Amounts not allocated to segments | |
ASSETS | | | | | | | | | | | | | |
Cash | $ | 67,314 |
| | $ | — |
| | $ | 42,320 |
| | $ | 77,867 |
| | $ | — |
| | $ | — |
| | $ | 187,501 |
|
Loans receivable held for investment, net | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | |
Held for investment | — |
| | — |
| | — |
| | 1,224,140 |
| | — |
| | — |
| | 1,224,140 |
|
Held for sale | — |
| | — |
| | — |
| | 1,130 |
| | — |
| | — |
| | 1,130 |
|
Real estate assets, net | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | |
Held for investment | 1,000,252 |
| | — |
| | 465,168 |
| | 4,448 |
| | — |
| | — |
| | 1,469,868 |
|
Held for sale | 11,939 |
| | — |
| | 76,481 |
| | 48,295 |
| | — |
| | — |
| | 136,715 |
|
Equity method investments | — |
| | — |
| | 47,997 |
| | 170,242 |
| | — |
| | — |
| | 218,239 |
|
Other investments | — |
| | — |
| | 49,875 |
| | 18,675 |
| | — |
| | — |
| | 68,550 |
|
Goodwill | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Deferred leasing costs and intangible assets, net | 43,839 |
| | — |
| | 60,341 |
| | 82 |
| | — |
| | — |
| | 104,262 |
|
Due from affiliates and other assets | 18,640 |
| | — |
| | 16,871 |
| | 59,030 |
| | — |
| | — |
| | 94,541 |
|
Total assets | $ | 1,141,984 |
| | $ | — |
| | $ | 759,053 |
| | $ | 1,603,909 |
| | $ | — |
| | $ | — |
| | $ | 3,504,946 |
|
LIABILITIES & EQUITY | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | |
Accrued and other liabilities | $ | 27,290 |
| | $ | — |
| | $ | 14,893 |
| | $ | 20,524 |
| | $ | — |
| | $ | — |
| | $ | 62,707 |
|
Intangible liabilities, net | 6,164 |
| | — |
| | 5,248 |
| | — |
| | — |
| | — |
| | 11,412 |
|
Due to affiliates—contingent consideration | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Dividends and distributions payable | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Debt, net | 507,715 |
| | — |
| | 331,357 |
| | 137,817 |
| | — |
| | — |
| | 976,889 |
|
Convertible senior notes, net | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Total liabilities | 541,169 |
| | — |
| | 351,498 |
| | 158,341 |
| | — |
| | — |
| | 1,051,008 |
|
Equity: | | | | | | | | | | | | | |
Stockholders' equity | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Noncontrolling interests in investment entities | 600,815 |
| | — |
| | 407,555 |
| | 1,445,568 |
| | — |
| | — |
| | 2,453,938 |
|
Noncontrolling interests in Operating Company | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Total equity | 600,815 |
| | — |
| | 407,555 |
| | 1,445,568 |
| | — |
| | — |
| | 2,453,938 |
|
Total liabilities and equity | $ | 1,141,984 |
| | $ | — |
| | $ | 759,053 |
| | $ | 1,603,909 |
| | $ | — |
| | $ | — |
| | $ | 3,504,946 |
|
|
| |
| |
Colony Capital, Inc. Fourth Quarter 2016 Supplemental Financial Report | | 8 | |
|
|
|
IId. Financial Results—Consolidated Segment Operating Results |
|
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
($ in thousands; for the three months ended December 31, 2016) | | Industrial | | Single-Family Residential Rentals | | Other Real Estate Equity | | Real Estate Debt | | Investment Management | | Amounts not allocated to segments | | Total |
Income | | | | | | | | | | | | | | |
Interest income | | $ | 2 |
| | $ | — |
| | $ | — |
| | $ | 94,317 |
| | $ | — |
| | $ | 36 |
| | $ | 94,355 |
|
Property operating income | | 51,977 |
| | — |
| | 38,288 |
| | 1,347 |
| | — |
| | — |
| | 91,612 |
|
(Loss) income from equity method investments | | — |
| | (604 | ) | | 19,264 |
| | 8,633 |
| | (792 | ) | | 648 |
| | 27,149 |
|
Fee income | | — |
| | — |
| | — |
| | — |
| | 18,384 |
| | — |
| | 18,384 |
|
Other income | | 422 |
| | — |
| | 197 |
| | 1,985 |
| | 600 |
| | 918 |
| | 4,122 |
|
Total income | | 52,401 |
| | (604 | ) | | 57,749 |
| | 106,282 |
| | 18,192 |
| | 1,602 |
| | 235,622 |
|
Expenses | | | | | | | | | | | | | | |
Transaction, merger integration, investment and servicing expenses | | 36 |
| | — |
| | 214 |
| | 6,381 |
| | 648 |
| | 20,906 |
| | 28,185 |
|
Interest expense | | 13,928 |
| | — |
| | 9,145 |
| | 9,255 |
| | — |
| | 11,120 |
| | 43,448 |
|
Property operating expenses | | 14,288 |
| | — |
| | 13,161 |
| | 1,543 |
| | — |
| | — |
| | 28,992 |
|
Depreciation and amortization | | 23,393 |
| | — |
| | 14,076 |
| | 71 |
| | 3,684 |
| | 1,182 |
| | 42,406 |
|
Provision for loan losses | | — |
| | — |
| | — |
| | 17,593 |
| | — |
| | — |
| | 17,593 |
|
Impairment loss | | 270 |
| | — |
| | 2,308 |
| | 3,678 |
| | — |
| | — |
| | 6,256 |
|
Compensation expense | | 2,923 |
| | — |
| | 826 |
| | 2,536 |
| | 9,557 |
| | 15,307 |
| | 31,149 |
|
Administrative expenses | | 595 |
| | — |
| | 1,732 |
| | 1,686 |
| | 1,132 |
| | 7,794 |
| | 12,939 |
|
Total expenses | | 55,433 |
| | — |
| | 41,462 |
| | 42,743 |
| | 15,021 |
| | 56,309 |
| | 210,968 |
|
Gain on sale of real estate assets, net | | 139 |
| | — |
| | 4,138 |
| | 1,225 |
| | — |
| | — |
| | 5,502 |
|
Other (loss) gain, net | | (213 | ) | | — |
| | 2,741 |
| | (314 | ) | | (168 | ) | | (1,900 | ) | | 146 |
|
(Loss) income before income taxes | | (3,106 | ) | | (604 | ) | | 23,166 |
| | 64,450 |
| | 3,003 |
| | (56,607 | ) | | 30,302 |
|
Income tax (expense) benefit | | (549 | ) | | — |
| | (5,591 | ) | | (152 | ) | | 1,244 |
| | (599 | ) | | (5,647 | ) |
Net (loss) income | | (3,655 | ) | | (604 | ) | | 17,575 |
| | 64,298 |
| | 4,247 |
| | (57,206 | ) | | 24,655 |
|
Net (loss) income attributable to noncontrolling interests: | | | | | | | | | | | | | | |
Investment entities | | 2,520 |
| | — |
| | 3,498 |
| | 26,558 |
| | — |
| | — |
| | 32,576 |
|
Operating Company | | (960 | ) | | (95 | ) | | 2,192 |
| | 5,861 |
| | 661 |
| | (10,863 | ) | | (3,204 | ) |
Net (loss) income attributable to Colony Capital, Inc. | | (5,215 | ) | | (509 | ) | | 11,885 |
| | 31,879 |
| | 3,586 |
| | (46,343 | ) | | (4,717 | ) |
Preferred dividends | | — |
| | — |
| | — |
| | — |
| | — |
| | 12,093 |
| | 12,093 |
|
Net (loss) income attributable to common stockholders | | $ | (5,215 | ) | | $ | (509 | ) | | $ | 11,885 |
| | $ | 31,879 |
| | $ | 3,586 |
| | $ | (58,436 | ) | | $ | (16,810 | ) |
|
| |
| |
Colony Capital, Inc. Fourth Quarter 2016 Supplemental Financial Report | | 9 | |
|
|
|
IIe. Financial Results—Noncontrolling Interests' Share Segment Operating Results |
|
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
($ in thousands; for the three months ended December 31, 2016) | | Industrial | | Single-Family Residential Rentals | | Other Real Estate Equity | | Real Estate Debt | | Investment Management | | Amounts not allocated to segments | | Total noncontrolling interest share |
Income | | | | | | | | | | | | | | |
Interest income | | $ | 1 |
| | $ | — |
| | $ | — |
| | $ | 39,532 |
| | $ | — |
| | $ | — |
| | $ | 39,533 |
|
Property operating income | | 25,156 |
| | — |
| | 16,057 |
| | 552 |
| | — |
| | — |
| | 41,765 |
|
Income from equity method investments | | — |
| | — |
| | 3,191 |
| | 4,901 |
| | — |
| | — |
| | 8,092 |
|
Fee income | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Other income | | 4,113 |
| | — |
| | 74 |
| | 1,472 |
| | — |
| | — |
| | 5,659 |
|
Total income | | 29,270 |
| | — |
| | 19,322 |
| | 46,457 |
| | — |
| | — |
| | 95,049 |
|
Expenses | | | | | | | | | | | | | | |
Transaction, merger integration, investment and servicing expenses | | 17 |
| | — |
| | 85 |
| | 3,917 |
| | — |
| | — |
| | 4,019 |
|
Interest expense | | 6,663 |
| | — |
| | 3,549 |
| | 1,285 |
| | — |
| | — |
| | 11,497 |
|
Property operating expenses | | 7,127 |
| | — |
| | 7,600 |
| | 840 |
| | — |
| | — |
| | 15,567 |
|
Depreciation and amortization | | 11,174 |
| | — |
| | 5,984 |
| | 14 |
| | — |
| | — |
| | 17,172 |
|
Provision for loan losses | | — |
| | — |
| | — |
| | 10,357 |
| | — |
| | — |
| | 10,357 |
|
Impairment loss | | 129 |
| | — |
| | 1,567 |
| | 2,805 |
| | — |
| | — |
| | 4,501 |
|
Compensation expense | | 1,057 |
| | — |
| | 115 |
| | 426 |
| | — |
| | — |
| | 1,598 |
|
Administrative expenses | | 284 |
| | — |
| | 510 |
| | 863 |
| | — |
| | — |
| | 1,657 |
|
Total expenses | | 26,451 |
| | — |
| | 19,410 |
| | 20,507 |
| | — |
| | — |
| | 66,368 |
|
Gain on sale of real estate assets, net | | 66 |
| | — |
| | 2,670 |
| | 703 |
| | — |
| | — |
| | 3,439 |
|
Other (loss) gain, net | | (102 | ) | | — |
| | 1,514 |
| | (89 | ) | | — |
| | — |
| | 1,323 |
|
Income before income taxes | | 2,783 |
| | — |
| | 4,096 |
| | 26,564 |
| | — |
| | — |
| | 33,443 |
|
Income tax (expense) benefit | | (263 | ) | | — |
| | (598 | ) | | (8 | ) | | — |
| | — |
| | (869 | ) |
Net income (loss) attributable to noncontrolling interests in investment entities | | $ | 2,520 |
| | $ | — |
| | $ | 3,498 |
| | $ | 26,556 |
| | $ | — |
| | $ | — |
| | $ | 32,574 |
|
|
| |
| |
Colony Capital, Inc. Fourth Quarter 2016 Supplemental Financial Report | | 10 | |
|
|
|
IIf. Financial Results—Segment Reconciliation of Net Income to FFO & Core FFO |
|
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| OP pro rata share by segment | | Amounts attributable to noncontrolling interests | | CLNY consolidated as reported |
($ in thousands; for the three months ended December 31, 2016) | Industrial | | Single-Family Residential Rentals | | Other Real Estate Equity | | Real Estate Debt | | Investment Management | | Amounts not allocated to segments | | Total OP pro rata share | | |
Net income (loss) attributable to common stockholders | $ | (5,215 | ) | | $ | (509 | ) | | $ | 11,885 |
| | $ | 31,879 |
| | $ | 3,586 |
| | $ | (58,436 | ) | | $ | (16,810 | ) | | $ | — |
| | $ | (16,810 | ) |
Net income (loss) attributable to noncontrolling common interests in Operating Company | (960 | ) | | (95 | ) | | 2,192 |
| | 5,861 |
| | 661 |
| | (10,863 | ) | | (3,204 | ) | | — |
| | (3,204 | ) |
Net income (loss) attributable to common interests in Operating Company and common stockholders | (6,175 | ) | | (604 | ) | | 14,077 |
| | 37,740 |
| | 4,247 |
| | (69,299 | ) | | (20,014 | ) | | — |
| | (20,014 | ) |
Adjustments for FFO: | | | | | | | | | | | | | | | | | |
Real estate depreciation and amortization | 12,182 |
| | 5,991 |
| | 8,819 |
| | 40 |
| | — |
| | — |
| | 27,032 |
| | 17,425 |
| | 44,457 |
|
Impairment of real estate | 141 |
| | 30 |
| | 691 |
| | 881 |
| | — |
| | — |
| | 1,743 |
| | 4,543 |
| | 6,286 |
|
Gain on sales of real estate | (72 | ) | | (184 | ) | | (13,320 | ) | | (549 | ) | | — |
| | — |
| | (14,125 | ) | | (5,795 | ) | | (19,920 | ) |
Less: Adjustments attributable to noncontrolling interests in investment entities (1) | 4,343 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 4,343 |
| | (16,173 | ) | | (11,830 | ) |
FFO attributable to common interests in Operating Company and common stockholders | $ | 10,419 |
| | $ | 5,233 |
| | $ | 10,267 |
| | $ | 38,112 |
| | $ | 4,247 |
| | $ | (69,299 | ) | | $ | (1,021 | ) | | $ | — |
| | $ | (1,021 | ) |
| | | | | | | | | | | | | | | | | |
Additional adjustments for Core FFO: | | | | | | | | | | | | | | | | | |
Gain on sale of real estate, net of depreciation, amortization and impairment previously adjusted for FFO | (65 | ) | | — |
| | 10,076 |
| | 422 |
| | — |
| | — |
| | 10,433 |
| | 3,686 |
| | 14,119 |
|
Noncash equity compensation expense | 104 |
| | 130 |
| | 74 |
| | 184 |
| | 907 |
| | 2,043 |
| | 3,442 |
| | — |
| | 3,442 |
|
Straight-line rent revenue | (894 | ) | | — |
| | (906 | ) | | — |
| | — |
| | — |
| | (1,800 | ) | | (1,222 | ) | | (3,022 | ) |
Loss on change in fair value of contingent consideration | — |
| | — |
| | — |
| | — |
| | — |
| | 1,900 |
| | 1,900 |
| | — |
| | 1,900 |
|
Amortization of acquired above- and below-market lease intangibles, net | 159 |
| | — |
| | (290 | ) | | — |
| | — |
| | — |
| | (131 | ) | | 212 |
| | 81 |
|
Amortization of deferred financing costs and debt premium and discounts | 2,419 |
| | 1,737 |
| | 678 |
| | 2,561 |
| | — |
| | 932 |
| | 8,327 |
| | 3,297 |
| | 11,624 |
|
Unrealized loss (gain) on derivatives | — |
| | 94 |
| | (1,210 | ) | | — |
| | — |
| | — |
| | (1,116 | ) | | (817 | ) | | (1,933 | ) |
Acquisition-related expenses, merger and integration costs | — |
| | (37 | ) | | — |
| | 434 |
| | — |
| | 20,469 |
| | 20,866 |
| | 1,064 |
| | 21,930 |
|
Amortization and impairment of investment management intangibles | — |
| | — |
| | — |
| | — |
| | 3,689 |
| | — |
| | 3,689 |
| | — |
| | 3,689 |
|
Non-real estate depreciation and amortization | 37 |
| | — |
| | — |
| | — |
| | — |
| | 1,177 |
| | 1,214 |
| | — |
| | 1,214 |
|
Amortization of gain on remeasurement of consolidated investment entities, net | — |
| | — |
| | 188 |
| | 4,885 |
| | — |
| | — |
| | 5,073 |
| | 17,354 |
| | 22,427 |
|
Deferred tax benefit, net | — |
| | — |
| | (84 | ) | | (107 | ) | | (2,420 | ) | | (336 | ) | | (2,947 | ) | | — |
| | (2,947 | ) |
Net loss on SFR's non-performing loans business | — |
| | 1,460 |
| | — |
| | — |
| | — |
| | — |
| | 1,460 |
| | — |
| | 1,460 |
|
Less: Adjustments attributable to noncontrolling interests in investment entities | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (23,574 | ) | | (23,574 | ) |
Core FFO attributable to common interests in Operating Company and common stockholders | $ | 12,179 |
| | $ | 8,617 |
| | $ | 18,793 |
| | $ | 46,491 |
| | $ | 6,423 |
| | $ | (43,114 | ) | | $ | 49,389 |
| | $ | — |
| | $ | 49,389 |
|
__________
| |
(1) | Adjustment attributable to noncontrolling interests in investment entities for the Industrial Platform includes a cumulative correction of an over-allocation of loss to noncontrolling interests in prior periods. |
|
| |
| |
Colony Capital, Inc. Fourth Quarter 2016 Supplemental Financial Report | | 11 | |
|
|
|
IIIa. Capitalization—Overview |
|
|
|
| | | | | | | | | | | | | | |
($ in thousands, except share and per share data; as of December 31, 2016, unless otherwise noted) | | | | | | | |
Debt (UPB) | | | | | Consolidated amount | | CLNY OP share of consolidated amount |
$850,000 Revolving credit facility | | | | | $ | 422,600 |
| | $ | 422,600 |
|
5.0% Convertible senior notes due 2023 | | | | | 200,000 |
| | 200,000 |
|
3.875% Convertible senior notes due 2021 | | | | | 402,500 |
| | 402,500 |
|
Corporate aircraft promissory note | | | | | 41,148 |
| | 41,148 |
|
Investment-level debt | | | | | 2,691,398 |
| | 1,699,576 |
|
Total CLNY OP share of debt | | | | | 3,757,646 |
| | 2,765,824 |
|
Preferred equity | | | | | | | |
Series A 8.5% cumulative redeemable perpetual preferred stock, redemption value | | | | | 252,000 |
| | 252,000 |
|
Series B 7.5% cumulative redeemable perpetual preferred stock, redemption value | | | | | 86,250 |
| | 86,250 |
|
Series C 7.125% cumulative redeemable perpetual preferred stock, redemption value | | | | | 287,500 |
| | 287,500 |
|
Total redemption value of preferred equity | | | | | 625,750 |
| | 625,750 |
|
Common equity (as of 1/10/17) | Price per share |
| | Shares / Units |
| | | | |
Class A common stock | $ | 21.52 |
| | 114,467 |
| | 2,463,330 |
| | 2,463,330 |
|
Class B common stock | 21.52 |
| | 525 |
| | 11,298 |
| | 11,298 |
|
OP units | 21.52 |
| | 20,662 |
| | 444,646 |
| | 444,646 |
|
Total market value of common equity | | |
| | 2,919,274 |
| | 2,919,274 |
|
| | | | | | | |
Total capitalization | | | | | $ | 7,302,670 |
| | $ | 6,310,848 |
|
|
| |
| |
Colony Capital, Inc. Fourth Quarter 2016 Supplemental Financial Report | | 12 | |
|
|
|
IIIb. Capitalization—Debt Overview |
|
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands; as of or for the three months ended December 31, 2016)
| | | | | | | | | | | | |
Debt overview | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Consolidated | | CLNY OP share of consolidated amount |
| | Type | | | Unpaid principal balance | | Deferred financing costs and discount / premium | | Carrying value | | Unpaid Principal balance | | Deferred financing costs and discount / premium | | Carrying value | | Weighted-average years remaining to maturity | | Weighted-average interest rate |
Investment-level debt by segment | | | | | | | | | | | | | | | | | | | | | |
Industrial | | Non-recourse | | | $ | 1,010,514 |
| | $ | (10,954 | ) | | $ | 999,560 |
| | $ | 497,237 |
| | $ | (5,392 | ) | | $ | 491,845 |
| | 11.0 |
| | 3.46 | % |
Other Real Estate Equity | | Non-recourse | | | 908,497 |
| | (15,893 | ) | | 892,604 |
| | 569,167 |
| | (7,920 | ) | | 561,247 |
| | 7.4 |
| | 3.61 | % |
Real Estate Debt | | Partial recourse (1) | | | 772,387 |
| | (5,507 | ) | | 766,880 |
| | 633,172 |
| | (4,109 | ) | | 629,063 |
| | 14.9 |
| | 3.04 | % |
Total investment-level debt | | | | | | | 2,691,398 |
| | (32,354 | ) | | 2,659,044 |
| | 1,699,576 |
| | (17,421 | ) | | 1,682,155 |
| | 11.3 |
| | 3.35 | % |
| | | | | | | | | | | | | | | | | | | | | |
Corporate debt | | | | | | | | | | | | | | | | | | | | | |
Line of credit | | Recourse | | | 422,600 |
| | — |
| | 422,600 |
| | 422,600 |
| | — |
| | 422,600 |
| | 5.0 |
| | 3.02 | % |
5.0% Convertible senior notes | | Recourse | | | 200,000 |
| | (4,364 | ) | | 195,636 |
| | 200,000 |
| | (4,364 | ) | | 195,636 |
| | 6.3 |
| | 5.00 | % |
3.875% Convertible senior notes | | Recourse | | | 402,500 |
| | (5,310 | ) | | 397,190 |
| | 402,500 |
| | (5,310 | ) | | 397,190 |
| | 4.0 |
| | 3.88 | % |
Corporate aircraft promissory note | | Recourse | | | 41,148 |
| | — |
| | 41,148 |
| | 41,148 |
| | — |
| | 41,148 |
| | 8.9 |
| | 5.02 | % |
Total corporate debt | | | | | | | 1,066,248 |
| | (9,674 | ) | | 1,056,574 |
| | 1,066,248 |
| | (9,674 | ) | | 1,056,574 |
| | 5.0 |
| | 3.79 | % |
| | | | | | | | | | | | | | | | | | | | | |
Total debt outstanding | | | | | | | $ | 3,757,646 |
| | $ | (42,028 | ) | | $ | 3,715,618 |
| | $ | 2,765,824 |
| | $ | (27,095 | ) | | $ | 2,738,729 |
| | 7.3 |
| | 3.52 | % |
__________
(1) $24 million is recourse debt.
|
| |
| |
Colony Capital, Inc. Fourth Quarter 2016 Supplemental Financial Report | | 13 | |
|
|
|
IIIc. Capitalization—Debt Maturity and Amortization Schedules |
|
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands; as of or for the three months ended December 31, 2016)
| | | | | | | | | | | |
Consolidated debt maturity and amortization schedule | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Payments due by period (1) |
| 2017 | | 2018 | | 2019 | | 2020 | | 2021 | | 2022 and after | | Total |
Line of credit (2) | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 422,600 |
| | $ | 422,600 |
|
Convertible senior notes | — |
| | — |
| | — |
| | — |
| | 402,500 |
| | 200,000 |
| | 602,500 |
|
Warehouse facilities | 17,598 |
| | 27,860 |
| | — |
| | — |
| | — |
| | — |
| | 45,458 |
|
Corporate aircraft promissory note | 1,930 |
| | 2,029 |
| | 2,134 |
| | 2,244 |
| | 2,360 |
| | 30,451 |
| | 41,148 |
|
CMBS securitization debt | — |
| | — |
| | — |
| | — |
| | — |
| | 497,525 |
| | 497,525 |
|
Scheduled amortization payments on investment-level debt | 7,281 |
| | 7,473 |
| | 6,046 |
| | 6,109 |
| | 5,720 |
| | 32,389 |
| | 65,018 |
|
Balloon payments on investment-level debt | 183,821 |
| | 297,457 |
| | 444,924 |
| | 52,094 |
| | 103,471 |
| | 1,001,630 |
| | 2,083,397 |
|
Total | $ | 210,630 |
| | $ | 334,819 |
| | $ | 453,104 |
| | $ | 60,447 |
| | $ | 514,051 |
| | $ | 2,184,595 |
| | $ | 3,757,646 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pro rata debt maturity and amortization schedule | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Payments due by period (1) |
| 2017 | | 2018 | | 2019 | | 2020 | | 2021 | | 2022 and after | | Total |
Line of credit (2) | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 422,600 |
| | $ | 422,600 |
|
Convertible senior notes | — |
| | — |
| | — |
| | — |
| | 402,500 |
| | 200,000 |
| | 602,500 |
|
Warehouse facilities | 16,938 |
| | 27,860 |
| | — |
| | — |
| | — |
| | — |
| | 44,798 |
|
Corporate aircraft promissory note | 1,930 |
| | 2,029 |
| | 2,134 |
| | 2,244 |
| | 2,360 |
| | 30,451 |
| | 41,148 |
|
CMBS securitization debt | — |
| | — |
| | — |
| | — |
| | — |
| | 489,907 |
| | 489,907 |
|
Scheduled amortization payments on investment-level debt | 5,812 |
| | 5,919 |
| | 5,502 |
| | 5,563 |
| | 5,434 |
| | 32,294 |
| | 60,524 |
|
Balloon payments on investment-level debt | 74,428 |
| | 83,341 |
| | 213,603 |
| | 26,047 |
| | 49,655 |
| | 657,273 |
| | 1,104,347 |
|
Total | $ | 99,108 |
| | $ | 119,149 |
| | $ | 221,239 |
| | $ | 33,854 |
| | $ | 459,949 |
| | $ | 1,832,525 |
| | $ | 2,765,824 |
|
__________
(1) Based on initial maturity dates or extended maturity dates to the extent criteria are met and the extension option is at the borrower's discretion.
(2) On January 10, 2017, the Company amended and restated its JPM Credit Agreement, which extended the maturity date to January 11, 2021, with two 6-month extension options.
|
| |
| |
Colony Capital, Inc. Fourth Quarter 2016 Supplemental Financial Report | | 14 | |
|
|
|
IIId. Capitalization—Investment Level Debt Overview |
|
|
|
| | | | | | | | | | | | | | | | | | | | | |
($ and € in thousands; as of December 31, 2016) | | | | | | | | |
Industrial | | | | | | | | | | | | | | | | |
| | | | | | Initial / current maturity date | | Fully extended maturity date | | Interest rate | | Maximum principal amount | | Consolidated amount | | CLNY OP share of consolidated amount |
Industrial acquisition financing | | | | | | Dec-2018 | | Dec-2019 | | L + 2.25% |
| (1) | N/A | | $ | 413,012 |
| | $ | 203,228 |
|
Industrial fixed rate mortgage | | | | | | Aug-2025 | | Aug-2025 | | 3.80% |
| | N/A | | 165,750 |
| | 81,559 |
|
Industrial credit facility (2) | | | | | | Apr-2017 | | Apr-2017 | | L + 2.25% |
| | 100,000 | | — |
| | — |
|
Industrial fixed rate mortgage | | | | | | Apr-2028 | | Apr-2028 | | 4.04% |
| | N/A | | 93,450 |
| | 45,983 |
|
Industrial fixed rate mortgage | | | | | | Aug-2029
| | Aug-2029 | | 4.11% |
| | N/A | | 43,687 |
| | 21,497 |
|
Industrial fixed rate mortgage | | | | | | Oct-2031
| | Oct-2031 | | 3.60% |
| | N/A | | 93,000 |
| | 45,762 |
|
Industrial fixed rate mortgage | | | | | | Oct-2031
| | Oct-2031 | | 3.65% |
| | N/A | | 59,000 |
| | 29,032 |
|
Industrial fixed rate mortgage | | | | | | Oct-2031
| | Oct-2031 | | 3.65% |
| | N/A | | 25,000 |
| | 12,302 |
|
Industrial fixed rate mortgage | | | | | | Nov-2054 | | Nov-2054 | | 3.60% |
| | N/A | | 71,460 |
| | 35,163 |
|
Industrial fixed rate mortgage | | | | | | Dec-2051 | | Dec-2051 | | 3.60% |
| | N/A | | 46,155 |
| | 22,711 |
|
Total UPB of debt related to Industrial segment | | | | | | | 1,010,514 |
| | 497,237 |
|
Debt issuance costs | | | | | | | | | | | | | | (10,954 | ) | | (5,392 | ) |
Total carrying value of debt related to Industrial segment | | | | | | $ | 999,560 |
| | $ | 491,845 |
|
| | | | | | | | | | | | | | | | |
Other Real Estate Equity | | | | | | | | | | | | | | | | |
| | | | | | Initial / current maturity date | | Fully extended maturity date | | Interest rate | | Maximum principal amount | | Consolidated amount | | CLNY OP share of consolidated amount
|
NNN investments | | | | | | | | | | | | | | | | |
Office - Minnesota | | | | | | Jan-2024 | | Jan-2024 | | 4.84 | % | | N/A | | $ | 86,836 |
| | $ | 86,185 |
|
Office - France | | | | | | Nov-2022 | | Nov-2022 | | 1.89 | % | | N/A | | 16,542 |
| | 16,542 |
|
Office - Norway | | | | | | Jun-2025 | | Jun-2025 | | 3.91 | % | | N/A | | 185,600 |
| | 185,600 |
|
Education - Switzerland | | | | Dec-2029 | | Dec-2029 | | 2.72 | % | | N/A | | 115,368 |
| | 115,368 |
|
Total UPB of debt related to NNN investments, held for investment | | | | | | 404,346 |
| | 403,695 |
|
| | | | | | | | | | | | | | |
Other real estate assets | | | | | | | | | | | | | | |
Office - Arizona | | Jul-2018 | | Jul-2020 | | L + 2.65% |
| | N/A | | 15,431 |
| | 7,716 |
|
Mixed use - Italy | | | | | | Nov-2018 | | Nov-2018 | | 4.02% |
| | N/A | | 82,974 |
| (3) | 23,257 |
|
Industrial - Spain | | | | | Jan-2021 | | Jan-2021 | | 3M EUR + 3.00% |
| | N/A | | 47,195 |
| | 21,429 |
|
Industrial - Spain | | | | | Jun-2022 | | Jun-2022 | | 3M EUR + 2.80% |
| | N/A | | 24,274 |
| | 11,022 |
|
Office portfolio - UK | | | | | | Aug-2018 | | Aug-2020 | | 3M GBP L + 2.50% |
| | N/A | | 66,874 |
| | 33,437 |
|
Office - UK | | | | | | Feb-2020 | | Feb-2020 | | 3M GBP L + 2.35% |
| | N/A | | 11,688 |
| | 5,844 |
|
Office, Industrial and Retail Portfolio - UK | | | | | | Jul-2020 | | Jul-2020 | | 3M GBP L + 2.50% |
| | N/A | | 24,975 |
| | 12,488 |
|
Office, Industrial and Retail Portfolio - UK
| | | | | | Nov-2018 | | Nov-2020 | | 3M GBP L + 3.28% |
| | N/A | | 171,510 |
| | 34,108 |
|
Total UPB of debt related to other real estate assets, held for investment | | | | | | 444,921 |
| | 149,301 |
|
| | | | | | | | |
Total UPB of debt related to other real estate assets, held for sale | | | | | | 59,230 |
| | 16,171 |
|
Total UPB of debt related to Other Real Estate Equity segment | | | | | | 908,497 |
| | 569,167 |
|
Total debt issuance costs and discount | | | | | | (15,893 | ) | | (7,920 | ) |
Total carrying value of debt related to Other Real Estate Equity segment | | | | | | $ | 892,604 |
| | $ | 561,247 |
|
__________
(1) Interest rate increases to 1-month LIBOR plus 2.5% after December 2018.
(2) In February 2017, the Company extended the maturity date to April 2017.
| |
(3) | Seller provided zero-interest financing on acquired portfolio of properties, requiring principal payments of €15,750, €35,438 and €27,562 in Nov 2016, Nov 2017 and Nov 2018, respectively, of which CLNY and OP share is 28%. A discount was established at inception and is being accreted to debt principal as interest expense. As of December 31, 2016, the Company was in negotiations with the seller to restructure the financing arrangement and no principal payment was made in November 2016. |
|
| |
| |
Colony Capital, Inc. Fourth Quarter 2016 Supplemental Financial Report | | 15 | |
|
|
|
IIId. Capitalization—Investment Level Debt Overview (cont'd) |
|
|
|
| | | | | | | | | | | | | | | | | | | | |
($ in thousands; as of December 31, 2016) | | | | | | | | |
Real Estate Debt | | | | | | | | | | | | | | |
| | | | Initial / current maturity date | | Fully-extended maturity date | | Interest rate | | Maximum principal amount | | Consolidated amount | | CLNY OP share of consolidated amount |
Non-PCI | | | | | | | | | | | | | | |
CMBS 2015-FL3 | | | | Sept-2032 | | Sept-2032 | | L + 2.36% | | N/A |
| | $ | 200,070 |
| | $ | 200,070 |
|
CMBS 2014-FL2 | | | | Nov-2031 | | Nov-2031 | | L + 2.01% | | N/A |
| | 145,421 |
| | 139,965 |
|
CMBS MF2014-1 | | | | Apr-2050 | | Apr-2050 | | 2.54% | | N/A |
| | 94,408 |
| | 94,408 |
|
CMBS 2014-FL1 | | | | Apr-2031 | | Apr-2031 | | L + 1.78% | | N/A |
| | 57,626 |
| | 55,464 |
|
April 2015 warehouse facility | | | | Apr-2018 | | Apr-2019 | | L + 2.50% - L+2.75% | | $ | 250,000 |
| | 27,860 |
| | 27,860 |
|
Freddie Mac portfolio | | | | Dec-2017 | | Dec-2019 | | L + 2.85% | | N/A |
| | 46,252 |
| | 33,795 |
|
February 2014 warehouse facility (1) | | | | Mar-2017 | | Mar-2017 | | L + 2.50% | | 150,000 |
| | 17,598 |
| | 16,937 |
|
Austin Hotel (2) | | | | Oct-2019 | | Oct-2021 | | L + 3.50% | | N/A |
| | 58,183 |
| | 29,092 |
|
Total UPB of debt related to Non-PCI loans | | | | | | | | | | | | $ | 647,418 |
| | $ | 597,591 |
|
| | | | | | | | | | | | | | |
PCI | | | | | | | | | | | | | | |
Project London loan portfolio | | | | Apr-2017 | | Apr-2019 | | L + 3.75% | | N/A |
| | $ | 20,770 |
| | $ | 10,385 |
|
Metro loan portfolio | | | | Apr-2017 | | Apr-2018 | | L + 3.75% | | N/A |
| | 6,843 |
| | 3,421 |
|
California first mortgage portfolio I | | | | Aug-2017 | | Aug-2018 | | L + 3.75% | | N/A |
| | 2,897 |
| | 1,448 |
|
Midwest loan portfolio | | | | Jun-2017 | | Jun-2017 | | L + 4.00% | | N/A |
| | 3,268 |
| | 1,761 |
|
California first mortgage portfolio II | | | | Sept-2017 | | Sept-2018 | | L + 3.25% | | N/A |
| | 2,686 |
| | 1,343 |
|
CRE loan portfolio 2016 | | | | Dec-2020 | | Dec-2022 | | L + 2.50% | | N/A |
| | 35,750 |
| | 7,275 |
|
Total UPB of debt related to PCI loans | | | | | | | | | | | | $ | 72,214 |
| | $ | 25,633 |
|
| | | | | | | | | | | | | | |
Subscription line | | | | Apr-2017 | | Apr-2016 | | L + 1.60% | | N/A |
| | 52,755 |
| | 9,948 |
|
Total UPB of debt related to Real Estate Debt segment | | | | | | | | $ | 772,387 |
| | $ | 633,172 |
|
Total debt issuance costs | | | | | | | | | | | | (5,507 | ) | | (4,109 | ) |
Total carrying value of debt related to Real Estate Debt segment | | | | | | $ | 766,880 |
| | $ | 629,063 |
|
__________
| |
(1) | In February 2017, the Company extended the maturity date to March 2017. |
| |
(2) | A mortgage loan originated by the Company was restructured into a senior and junior note, with the senior note assumed by a third party lender. The Company accounted for the transfer of the senior note as a financing transaction. The senior note bears interest at 1-month LIBOR plus 3.5% or at a minimum of 4.0%, and is subject to two 1-year extension options on its initial term exercisable by the borrower. |
|
| |
| |
Colony Capital, Inc. Fourth Quarter 2016 Supplemental Financial Report | | 16 | |
|
|
|
IIIe. Capitalization—Credit Facility, Convertible Debt & Preferred Stock Overview |
|
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
($ and shares in thousands; as of or for the three months ended December 31, 2016) | | | | | | | | | | |
Credit facility | | | | | | | | | | | | | | | | |
Revolving credit facility (1) | | | | | | | | | | | | | | | | |
Maximum principal amount | | | | | | | | | | | | | | | | $ | 850,000 |
|
Amount outstanding | | | | | | | | | | | | | | | | 422,600 |
|
Initial maturity | | | | | | | | | | | | | | March 31, 2020 | |
Fully-extended maturity | | | | | | | | | | | | | | March 31, 2021 | |
Interest rate | | | | | | | | | | | | | | LIBOR + 2.25% | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | Covenant level | | Actual level at December 31, 2016 |
Financial covenants as defined in the Credit Agreement: | | | | | | | | | | | | |
Consolidated Tangible Net Worth | | | | | | | | | Minimum $1,915 million | | $2,523 million |
|
Consolidated Fixed Charge Coverage Ratio | | | | | | | | | Minimum 1.50 to 1.00 | | 2.61 to 1.00 |
|
Consolidated Interest Coverage Ratio | | | | | | | | | Minimum 3.00 to 1.00 | | 15.01 to 1.00 |
|
Consolidated Leverage Ratio | | | | | | | | | | | | Maximum 0.65 to 1.00 | | 0.40 to 1.00 |
|
| | | | | | | | | | | | | | | | |
Convertible debt | | | | | | | | | | | | | | | | |
Description | | Outstanding principal | | Issuance date | | Due date | | Interest rate | | Conversion price (per share of common stock) | | Conversion ratio | | Conversion shares | | Redemption date |
5.0% Convertible senior notes | | $ | 200,000 |
| | April 2013 | | April 15, 2023 | | 5.00% fixed | | $ | 23.35 |
| | 42.8183 |
| | 8,564 |
| | On or after April 22, 2020 |
3.875% Convertible senior notes | | 402,500 |
| | January and June 2014 | | January 15, 2021 | | 3.875% fixed | | $ | 24.56 |
| | 40.7089 |
| | 16,385 |
| | On or after January 22, 2019 |
| | $ | 602,500 |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Preferred stock | | | | | | | | | | | | | | | | |
Description | | | | | | | | Liquidation preference | | Issuance date | | Dividend rate | | Shares outstanding | | Redemption period |
Series A 8.5% cumulative redeemable perpetual | | | | $ | 252,000 |
| | March 2012 | | 8.500 | % | | 10,080 |
| | On or after March 27, 2017 |
Series B 7.5% cumulative redeemable perpetual | | | | 86,250 |
| | June 2014 | | 7.500 | % | | 3,450 |
| | On or after June 19, 2019 |
Series C 7.125% cumulative redeemable perpetual | | | | 287,500 |
| | April 2015 | | 7.125 | % | | 11,500 |
| | On or after April 13, 2020 |
| | | | | | | | $ | 625,750 |
| | | | | | 25,030 |
| | |
__________
| |
(1) | On January 10, 2017, the Company amended and restated its JPM Credit Agreement, which increased the principal amount provided for under its secured revolving credit facility to $1 billion, with an option for additional increase up to $1.5 billion, subject to agreement by the lenders and customary closing conditions. The maturity date on the credit facility was extended to January 11, 2021, with two 6-month extension options, each subject to a fee of 0.10% of the commitment amount upon exercise. There was no change to the existing interest rate and unused commitment fee rates on the credit facility. |
|
| |
| |
Colony Capital, Inc. Fourth Quarter 2016 Supplemental Financial Report | | 17 | |
|
|
|
IVa. Industrial—Summary Metrics |
|
|
|
| | | | | | | | | | | | | | | | | | | | |
($ in thousands, except per share; as of or for the three months ended December 31, 2016) | | | | | | | |
Financial results related to the segment | | | | | | | | | | | | | | |
Net Income attributable to common stockholders | | | | | | | | | | $ | (5,215 | ) |
Net Income attributable to common stockholders per basic share | | | | (0.05 | ) |
Core FFO | | | | | | | | | | 12,179 |
|
Core FFO per basic common share | | | | 0.09 |
|
FFO | | | | | | 10,419 |
|
FFO per basic common share | | | | 0.08 |
|
| | | | | | |
Portfolio overview | | | | | | | | | | | | | | |
Number of buildings | | | | | | | | | | | | | | 346 |
|
Rentable square feet | | | | | | | | | | | | | | 37,613 |
|
% leased at end of period | | | | | | | | | |
| | | | 96 | % |
| | | | | | | | | | | | Consolidated amount | | CLNY OP share of consolidated amount |
Undepreciated cost basis of real estate assets (1) | | | | | $ | 2,245,564 |
| | $ | 1,104,961 |
|
Debt (UPB) | | | | | | 1,010,514 |
| | 497,237 |
|
Debt / undepreciated cost basis | | | | | | 45 | % | | 45 | % |
Carrying value of Industrial operating platform | | | | | | $ | 20,000 |
| | $ | 20,000 |
|
| | | | | | | | | | | | | | |
Recent acquisitions | | | | | | | | | | | | | | |
Property / portfolio name | | | | | | Acquisition date | | Number of buildings | | Rentable square feet | | % leased | | Purchase price |
Q4 2016 acquisitions | | | | | | | | | | | | | | |
Dallas industrial portfolio | | | | | | Oct-2016 | | 3 |
| | 230,391 |
| | 88 | % | | $ | 20,950 |
|
Orlando industrial portfolio | | | | | | Oct-2016 | | 3 |
| | 479,100 |
| | 84 | % | | 47,900 |
|
Dallas industrial portfolio | | | | | | Dec-2016 | | 2 |
| | 250,317 |
| | 100 | % | | 19,300 |
|
Orlando industrial property | | | | | | Dec-2016 | | 1 |
| | 163,200 |
| | 100 | % | | 13,800 |
|
Orlando industrial portfolio | | | | | | Dec-2016 | | 3 |
| | 218,413 |
| | 100 | % | | 10,525 |
|
Total | | | | | | | | 12 |
| | 1,341,421 |
| | 92 | % | | $ | 112,475 |
|
| | | | | | | | | | | | | | |
Q1 2017 acquisitions | | | | | | | | | | | | | | |
Austin industrial portfolio | | | | | | Jan-2017 | | 3 |
| | 468,405 |
| | 100 | % | | 50,600 |
|
Orlando industrial portfolio | | | | | | Feb-2017 | | 4 |
| | 946,379 |
| | 100 | % | | 67,100 |
|
Total | | | | | | | | 7 |
| | 1,414,784 |
| | 100 | % | | $ | 117,700 |
|
__________
(1) Includes all components related to the real estate assets, including tangible real estate and lease-related intangibles. Excludes accumulated depreciation.
|
| |
| |
Colony Capital, Inc. Fourth Quarter 2016 Supplemental Financial Report | | 18 | |
|
|
|
IVb. Industrial—Portfolio and Lease Overview |
|
|
|
| | | | | | | | | | | | | | | | | | | | | | |
(As of or for the three months ended December 31, 2016) | | | | | | | |
Location Markets | | Property type | | Number of buildings | | Rentable square feet (in thousands) | | Annualized base rent (in thousands) | | Percentage leased | | Number of leases | | Lease expiration | | Year acquired |
United States | | | | | | | | | | | | | | | | |
Atlanta | | Industrial | | 82 |
| | 8,105 |
| | $ | 32,998 |
| | 96 | % | | 237 |
| | 1/2017 to 4/2030 | | 2014-2015 |
Austin | | Industrial | | 4 |
| | 236 |
| | 1,614 |
| | 96 | % | | 14 |
| | 2/2017 to 8/2025 | | 2014 |
Chicago | | Industrial | | 34 |
| | 3,972 |
| | 16,744 |
| | 94 | % | | 50 |
| | 1/2017 to 12/2026 | | 2014 |
Dallas | | Industrial | | 70 |
| | 7,191 |
| | 29,643 |
| | 97 | % | | 186 |
| | 2/2017 to 1/2027 | | 2014-2016 |
Denver | | Industrial | | 8 |
| | 1,128 |
| | 4,935 |
| | 99 | % | | 24 |
| | 1/2017 to 3/2026 | | 2014 |
Houston | | Industrial | | 21 |
| | 1,713 |
| | 8,863 |
| | 96 | % | | 51 |
| | 1/2017 to 8/2026 | | 2014 |
Kansas City | | Industrial | | 9 |
| | 1,664 |
| | 5,976 |
| | 100 | % | | 23 |
| | 4/2017 to 11/2024 | | 2014 |
Baltimore | | Industrial | | 5 |
| | 431 |
| | 2,014 |
| | 89 | % | | 8 |
| | 5/2017 to 5/2027 | | 2015-2016 |
Minneapolis | | Industrial | | 18 |
| | 2,814 |
| | 13,186 |
| | 96 | % | | 59 |
| | 1/2017 to 10/2025 | | 2014-2016 |
New Jersey South/Philadelphia | | Industrial | | 30 |
| | 3,328 |
| | 14,081 |
| | 93 | % | | 67 |
| | 1/2017 to 4/2027 | | 2014-2015 |
Orlando | | Industrial | | 14 |
| | 2,085 |
| | 10,009 |
| | 96 | % | | 38 |
| | 1/2017 to 12/2027 | | 2014-2016 |
Phoenix | | Industrial | | 18 |
| | 1,705 |
| | 8,000 |
| | 97 | % | | 53 |
| | 1/2017 to 8/2024 | | 2014-2016 |
Salt Lake City | | Industrial | | 16 |
| | 1,269 |
| | 5,150 |
| | 93 | % | | 33 |
| | 1/2017 to 11/2023 | | 2014 |
St. Louis | | Industrial | | 8 |
| | 1,355 |
| | 4,681 |
| | 90 | % | | 16 |
| | 6/2017 to 7/2024 | | 2014 |
Tampa | | Industrial | | 9 |
| | 617 |
| | 3,208 |
| | 97 | % | | 35 |
| | 1/2017 to 1/2024 | | 2014 |
Total / Weighted average | | | | 346 |
| | 37,613 |
| | $ | 161,102 |
| | 96 | % | | 894 |
| | | | |
|
| |
| |
Colony Capital, Inc. Fourth Quarter 2016 Supplemental Financial Report | | 19 | |
|
|
|
Va. Single Family Residential Rentals—Summary Metrics |
|
|
|
| | | | | | | | | | | | | | | | |
($ in thousands, except per share and unless otherwise noted; as of or for the three months ended December 31, 2016) | | | | | | |
Financial results related to the segment | | | | | | | | | | |
Net income attributable to common stockholders | | $ | (509 | ) |
Net income attributable to common stockholders per basic share | | 0.00 |
|
Core FFO | | 8,617 |
|
Core FFO per basic common share | | 0.06 |
|
FFO | | 5,233 |
|
FFO per basic common share | | 0.04 |
|
Balance sheet | | | | | | | | | | | | | | |
Equity method investments - Colony Starwood Homes | | $ | 316,113 |
|
Equity method investments - Colony American Finance | | 57,754 |
|
Ownership in SFR and CAF | | | | | | | | | |
Colony Starwood Homes shares beneficially owned by OP and common stockholders | | 15.1 million |
|
CLNY OP interest in SFR as of December 31, 2016 | | | | | | | | | | 14.0% |
|
CLNY OP interest in CAF as of December 31, 2016 | | | | | | | | | | 17.4% |
|
_____________
Note: Refer to SFR filing for additional information.
|
| |
| |
Colony Capital, Inc. Fourth Quarter 2016 Supplemental Financial Report | | 20 | |
|
|
|
VIa. Other Real Estate Equity—Summary Metrics |
|
|
|
| | | | | | | | | | | | | | | | | | | | |
($ in thousands, except per share data; as of or for the three months ended December 31, 2016) | | | | | | |
Financial results related to the segment | | | | | | | | | | | | |
Net Income attributable to common stockholders | | | | | | | | | | $ | 11,885 |
|
Net Income attributable to common stockholders per basic share | | | | | | 0.11 |
|
Core FFO | | | | | | | | | | 18,793 |
|
Core FFO per basic share | | | | | | 0.14 |
|
FFO | | | | | | | | | | 10,267 |
|
FFO per basic share | | | | | | 0.08 |
|
Portfolio overview | | | | | | | | | | | | | | | |
Real estate assets (cost basis) | | | | | | | | Consolidated amount | | CLNY OP share of consolidated amount |
NNN assets held for investment (1)(2) | | | | | | | | | | $ | 624,059 |
| | $ | 623,139 |
|
Other real estate assets held for investment (1) | | | | | | | | | 827,695 |
| | 278,842 |
|
Real estate assets held for sale (1) | | | | | | | | | | | 150,515 |
| | 65,347 |
|
Total real estate assets (cost basis) | | | | | 1,602,269 |
| | 967,328 |
|
Investment-level non-recourse financing (UPB) | | | | | | | | | | |
NNN investments held for investment | | | | | | | | | | | $ | 404,346 |
| | $ | 403,695 |
|
Other real estate assets held for investment | | | | | | | | 444,921 |
| | 149,301 |
|
Other real estate assets held for sale | | | | | | | | 59,230 |
| | 16,171 |
|
Total investment-level non-recourse financing (UPB) | | | | | | | | 908,497 |
| | 569,167 |
|
Unconsolidated investments | | | | | | | | | | | | |
Equity method investments | | | | | | $ | 241,987 |
| | $ | 193,990 |
|
Other investments - Albertsons investment | | | | | | | | 99,736 |
| | 49,861 |
|
Number of post-IPO shares in Albertsons pursuant to preliminary prospectus dated October 2, 2015 | | | | | | N/A |
| | 8.45 million |
|
CLNY OP % ownership interest in post-IPO AB Acquisition LLC based on preliminary prospectus dated October 2, 2015 | | N/A |
| | 2.17 | % |
_____________
| |
(1) | Includes all components related to the asset, including tangible real estate and lease-related intangibles. |
| |
(2) | CLNY OP share of Q4 NOI was $10.3 million. |
|
| |
| |
Colony Capital, Inc. Fourth Quarter 2016 Supplemental Financial Report | | 21 | |
|
|
|
VIb. Other Real Estate Equity—Portfolio Overview |
|
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands; as of December 31, 2016) | | | | | | | | | | | | | | |
Summary of real estate | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Consolidated | | CLNY OP share of consolidated amount | | | | | | | | |
Location | | | Property type | | Number of buildings | | Rentable square feet (thousands) | | Real estate assets & intangibles, net (1) | | Cost basis of real estate assets (1)(2) | | Investment-level non-recourse debt (UPB) | | Real estate assets & intangibles, net (1) | | Cost basis of real estate assets (1)(2) | | Investment-level non-recourse debt (UPB) | | Percentage leased (end of period) | | Number of leases | | Lease expiration | | Year acquired or foreclosed |
NNN investments | | | | | | | | | | | | | | | | | | | | | | | | |
Minnesota | | | Office | | 1 |
| | 502 |
| | $ | 107,416 |
| | $ | 122,750 |
| | $ | 86,836 |
| | $ | 106,611 |
| | $ | 121,830 |
| | $ | 86,185 |
| | 100% | | 1 |
| | 9/2020 | | 2013 |
France | | | Office | | 3 |
| | 187 |
| | 34,079 |
| | 35,259 |
| | 16,542 |
| | 34,079 |
| | 35,259 |
| | 16,542 |
| | 100% | | 1 |
| | 11/2027 | | 2015 |
Norway | | | Office | | 26 |
| | 1,291 |
| | 307,492 |
| (4) | 293,319 |
| | 185,600 |
| | 307,492 |
| | 293,319 |
| | 185,600 |
| | 100% | | 1 |
| | 6/2030 | | 2015 |
Switzerland | | | Education | | 20 |
| | 304 |
| | 163,722 |
| | 172,731 |
| | 115,368 |
| | 163,722 |
| | 172,731 |
| | 115,368 |
| | 100% | | 2 |
| | 1/2035 | | 2015 |
Total NNN investments | | | | 50 |
| | 2,284 |
| | 612,709 |
| | 624,059 |
| | 404,346 |
| | 611,904 |
| | 623,139 |
| | 403,695 |
| | | | | | | | |
Other real estate assets | | | | | | | | | | | | | | | | | | | | | | | | | | |
Arizona | | | Office | | 1 |
| | 458 |
| | 41,315 |
| | 46,428 |
| | 15,431 |
| | 20,657 |
| | 23,214 |
| | 7,716 |
| | 64% | | 20 |
| | 3/2017 to 6/2022 | | 2013 |
Italy (3) | | | Mixed Use | | 77 |
| | 570 |
| | 124,880 |
| | 129,723 |
| | 82,974 |
| | 35,005 |
| | 36,362 |
| | 23,257 |
| | 34% | | 43 |
| | 6/2018 to 5/2023 | | 2014 |
Spain | | | Industrial | | 36 |
| | 2,608 |
| | 132,204 |
| | 139,079 |
| | 71,469 |
| | 60,027 |
| | 63,148 |
| | 32,451 |
| | 100% | | 36 |
| | 12/2017 to12/2029 | | 2014, 2016 |
United Kingdom & France | | Office | | 38 |
| | 1,114 |
| | 132,875 |
| | 144,872 |
| | 78,562 |
| | 61,405 |
| | 67,336 |
| | 39,281 |
| | 78% | | 109 |
| | 2/2017 to 11/2070 | | 2014, 2015, 2016 |
United Kingdom | | Mixed Use | | 55 |
| | 2,872 |
| | 349,703 |
| | 367,593 |
| | 196,485 |
| | 84,655 |
| | 88,782 |
| | 46,596 |
| | 89% | | 244 |
| | 1/2017 to 3/2040 | | 2015, 2016 |
Total other real estate assets | | 207 |
| | 7,622 |
| | 780,977 |
| | 827,695 |
| | 444,921 |
| | 261,749 |
| | 278,842 |
| | 149,301 |
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
Total other real estate assets held for investment | 257 |
| | 9,906 |
| | 1,393,686 |
| | 1,451,754 |
| | 849,267 |
| | 873,653 |
| | 901,981 |
| | 552,996 |
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total other real estate assets held for sale | | 49 |
| | 1,931 |
| | 137,258 |
| | 150,515 |
| | 59,230 |
| | 60,549 |
| | 65,347 |
| | 16,171 |
| | | | | | | | |
Total real estate assets | 306 |
| | 11,837 |
| | $ | 1,530,944 |
| | $ | 1,602,269 |
| | $ | 908,497 |
| | $ | 934,202 |
| | $ | 967,328 |
| | $ | 569,167 |
| | | | | | | | |
_____________
| |
(1) | Includes all components related to the asset, including tangible real estate and lease-related intangibles. |
| |
(2) | Excludes accumulated depreciation. |
| |
(3) | Excludes one building with approximately 218,000 square feet that is subject to development. |
| |
(4) | The carrying value of real estate assets and intangibles, net includes $27.5 million of capitalized taxes, for which there is a corresponding and offsetting deferred tax liability. |
|
| |
| |
Colony Capital, Inc. Fourth Quarter 2016 Supplemental Financial Report | | 22 | |
|
|
|
VIIa. Real Estate Debt—Summary Metrics |
|
|
|
| | | | | | | | | | | | | | | | | | | | |
($ in thousands, except per share data; as of or for the three months ended December 31, 2016) | | | | | |
Financial results related to the segment | | | | | | | | |
Net income attributable to common stockholders | | | | | | | $ | 31,879 |
|
Net income attributable to common stockholders per basic share | | | 0.28 |
|
Core FFO | | | | | | | 46,491 |
|
Core FFO per basic common share | | | 0.35 |
|
FFO | | | 38,112 |
|
FFO per basic common share | | | 0.28 |
|
| | | | | | | | | | | | | | | | |
Portfolio Overview | | | | | | | | | | | | | | |
Non-PCI loans | | | | | | | | | | | | | Consolidated amount | | CLNY OP share of consolidated amount |
Loans receivables held for investment, net | | | | | | $ | 2,963,560 |
| | $ | 2,050,650 |
|
Loans receivables held for sale, net | | | | | | 29,353 |
| | 28,223 |
|
Non-recourse investment-level financing (UPB) | | | | | | 647,418 |
| | 597,591 |
|
Equity method investments | | | | | | 302,364 |
| | 132,122 |
|
PCI loans | | | | | | | | | | | | | | | |
Loans receivables held for investment, net | | | | | | 469,432 |
| | 158,202 |
|
Non-recourse investment-level financing (UPB) | | | | | | 72,214 |
| | 25,633 |
|
Equity method investments | | | | | | 3,514 |
| | 3,514 |
|
Other | | | | | | | | |
Carrying value of real estate (1) | | | | | | 77,938 |
| | 25,113 |
|
Other investments | | | | | | 23,446 |
| | 4,771 |
|
Subscription line (UPB) | | | | | | 52,755 |
| | 9,948 |
|
___________
(1) Includes all components related to the asset, including tangible real estate and lease-related intangibles.
|
| |
| |
Colony Capital, Inc. Fourth Quarter 2016 Supplemental Financial Report | | 23 | |
|
|
|
VIIb. Real Estate Debt—Portfolio by Loan Type |
|
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in thousands, as of or for the three months ended December 31, 2016) | | | | | | | | | | | |
Loans receivable held for investment by loan type | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Consolidated | | CLNY OP share of consolidated amount |
Non-PCI loans | | | | | | | | | | | | Unpaid principal balance | | Net carrying amount | | Unpaid principal balance | | Net carrying amount | | Weighted average coupon | | Weighted average maturity in years |
Fixed rate | | | | | | | | | | | | | | | | | | | | | | |
First mortgage loans | | | | | | | | | | | | $ | 688,789 |
| | $ | 669,907 |
| | $ | 329,940 |
| | $ | 319,542 |
| | 8.4 | % | | 3.9 |
|
Securitized mortgage loans | | | | | | | | | | | | 105,586 |
| | 107,609 |
| | 105,586 |
| | 107,609 |
| | 6.4 | % | | 15.4 |
|
Second mortgage loans / B-notes | | | | | | | | | | | | 205,443 |
| | 211,848 |
| | 121,530 |
| | 124,686 |
| | 9.7 | % | | 4.0 |
|
Mezzanine loans | | | | | | | | | | | | 372,247 |
| | 369,207 |
| | 174,055 |
| | 173,651 |
| | 11.9 | % | | 2.7 |
|
Total fixed rate non-PCI loans | | | | | | | | | | | | 1,372,065 |
| | 1,358,571 |
| | 731,111 |
| | 725,488 |
| | 9.2 | % | | 5.3 |
|
| | | | | | | | | | | | | | | | | | | | | | |
Variable rate | | | | | | | | | | | | | | | | | | | | | | |
First mortgage loans | | | | | | | | | | | | 458,622 |
| | 451,844 |
| | 359,185 |
| | 357,856 |
| | 8.4 | % | | 0.7 |
|
Securitized mortgage loans | | | | | | | | | | | | 775,963 |
| | 776,156 |
| | 762,501 |
| | 762,645 |
| | 5.7 | % | | 2.7 |
|
Second mortgage loans / B-notes | | | | | | | | | | | | 36,175 |
| | 35,807 |
| | 18,088 |
| | 17,903 |
| | 9.6 | % | | 1.4 |
|
Mezzanine loans | | | | | | | | | | | | 348,035 |
| | 347,469 |
| | 192,911 |
| | 192,562 |
| | 11.1 | % | | 0.7 |
|
Total variable rate non-PCI loans | | | | | | | | | | | | 1,618,795 |
| | 1,611,276 |
| | 1,332,685 |
| | 1,330,966 |
| | 7.3 | % | | 1.9 |
|
| | | | | | | | | | | | | | | | | | | | | | |
Total non-PCI loans | | | | | | | | | | | | 2,990,860 |
| | 2,969,847 |
| | 2,063,796 |
| | 2,056,454 |
| | | | |
Allowance for loan losses | | | | | | | | | | | | — |
| | (6,287 | ) | | — |
| | (5,804 | ) | | | | |
Total non-PCI loans, net of allowance for loan losses | | | | | | | 2,990,860 |
| | 2,963,560 |
| | 2,063,796 |
| | 2,050,650 |
| | | | |
| | | | | | | | | | | | | | | | | | | | | | |
PCI loans | | | | | | | | | | | | | | | | | | | | | | |
Mortgage loans | | | | | | | | | | | | 748,930 |
| | 521,905 |
| | 238,015 |
| | 168,284 |
| | | | |
Securitized mortgage loans | | | | | | | | | | | | 8,146 |
| | 6,836 |
| | 8,146 |
| | 6,836 |
| | | | |
Total PCI loans | | | | | | | | | | | | 757,076 |
| | 528,741 |
| | 246,161 |
| | 175,120 |
| | | | |
Allowance for loan losses | | | | | | | | | | | | — |
| | (59,309 | ) | | — |
| | (16,918 | ) | | | | |
Total PCI loans, net of allowance for loan losses | | | | | | | 757,076 |
| | 469,432 |
| | 246,161 |
| | 158,202 |
| | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Total loans receivable, net of allowance for loan losses | | | | $ | 3,747,936 |
| | $ | 3,432,992 |
| | $ | 2,309,957 |
| | $ | 2,208,852 |
| | | | |
|
| |
| |
Colony Capital, Inc. Fourth Quarter 2016 Supplemental Financial Report | | 24 | |
|
|
|
VIIc. Real Estate Debt—Portfolio by Collateral Type |
|
|
|
| | | | | | | | | | | | | | | | | | | |
($ in thousands, as of or for the three months ended December 31, 2016) | | | | | | | | | |
Loans receivable held for investment by collateral type | | | | | | | | | | |
| | | | | | | | | | |
| | Consolidated | | CLNY OP share of consolidated amount |
| | Unpaid principal balance | | Net carrying amount | | Unpaid principal balance | | Net carrying amount | | Weighted average coupon |
Non-PCI Loans | | | | | | | | | | |
Residential | | $ | 59,574 |
| | $ | 59,343 |
| | $ | 29,787 |
| | $ | 29,672 |
| | 12.8 | % |
Multifamily | | 459,507 |
| | 453,541 |
| | 419,841 |
| | 415,417 |
| | 5.7 | % |
Office | | 523,665 |
| | 517,287 |
| | 370,941 |
| | 370,832 |
| | 7.2 | % |
Retail | | 681,355 |
| | 678,888 |
| | 504,305 |
| | 502,940 |
| | 8.1 | % |
Hospitality | | 875,659 |
| | 867,231 |
| | 503,137 |
| | 497,740 |
| | 9.4 | % |
Industrial | | 9,390 |
| | 9,397 |
| | 9,197 |
| | 9,204 |
| | 5.7 | % |
Other commercial | | 209,633 |
| | 208,950 |
| | 140,550 |
| | 140,383 |
| | 8.1 | % |
Land | | 172,077 |
| | 168,923 |
| | 86,038 |
| | 84,462 |
| | 11.2 | % |
Total non-PCI loans, net of allowance for loan losses | | 2,990,860 |
| | 2,963,560 |
| | 2,063,796 |
| | 2,050,650 |
| | 7.9 | % |
| | | | | | | | | | |
PCI Loans | | | | | | | | | | |
Residential | | 48,861 |
| | 25,934 |
| | 16,498 |
| | 10,158 |
| | |
Multifamily | | 191,733 |
| | 135,319 |
| | 65,548 |
| | 47,639 |
| | |
Office | | 85,098 |
| | 42,192 |
| | 39,081 |
| | 15,545 |
| | |
Retail | | 132,940 |
| | 100,250 |
| | 49,128 |
| | 39,750 |
| | |
Hospitality | | 60,169 |
| | 42,625 |
| | 11,195 |
| | 7,932 |
| | |
Industrial | | 82,681 |
| | 63,893 |
| | 31,356 |
| | 25,148 |
| | |
Other commercial | | 85,316 |
| | 42,854 |
| | 18,066 |
| | 8,243 |
| | |
Land | | 70,278 |
| | 16,365 |
| | 15,289 |
| | 3,787 |
| | |
Total PCI loans, net of allowance for loan losses | | 757,076 |
| | 469,432 |
| | 246,161 |
| | 158,202 |
| | |
| | | | | | | | | | |
Total loans receivable, net of allowance for loan losses | | $ | 3,747,936 |
| | $ | 3,432,992 |
| | $ | 2,309,957 |
| | $ | 2,208,852 |
| | |
|
| |
| |
Colony Capital, Inc. Fourth Quarter 2016 Supplemental Financial Report | | 25 | |
|
|
|
VIIIa. Investment Management—Summary Metrics |
|
|
|
| | | | |
($ in thousands unless otherwise noted; as of or for three months ended December 31, 2016) |
| | | |
AUM | | $ | 16.8 billion |
|
FEEUM | | | 6.9 billion |
|
Credit Funds | | 3.6 billion |
|
Core Plus / Value-Add Funds | | 1.6 billion |
|
Opportunity Funds | | 1.7 billion |
|
| | | |
Income: | | | |
Total income | | $ | 18,192 |
|
Expenses: | | | |
Transaction, integration, investment and servicing expenses | | 648 |
|
Amortization | | 3,684 |
|
Compensation expense | | 9,557 |
|
Administrative expenses | | 1,132 |
|
Total expenses | | 15,021 |
|
Other gain, net | | (168 | ) |
Income tax benefit | | 1,244 |
|
Net income attributable to common interests in OP and common stockholders | | | 4,247 |
|
Add: Noncash equity compensation expense | | 907 |
|
Add: Unrealized gain on derivatives | | — |
|
Add: Amortization of investment management intangibles | | 3,689 |
|
Deduct: Deferred tax benefit effect on amortization and impairment of investment management intangibles | | (2,420 | ) |
Core FFO | $ | 6,423 |
|
|
| |
| |
Colony Capital, Inc. Fourth Quarter 2016 Supplemental Financial Report | | 26 | |
| |
a) | Assets Under Management ("AUM") refers to the assets for which the Company provides investment management services and includes assets for which it may or may not charge management fees and/or performance allocations. AUM is presented as of December 31, 2016 and equals the sum of: a) the gross fair value of investments held directly by the Company or managed by the Company on behalf of its private funds, co-investments, or other investment vehicles; b) leverage, inclusive of debt held by investments and deferred purchases prices; c) uncalled limited partner capital commitments which the Company is entitled to call from investors during the given commitment period at its discretion pursuant to the terms of their respective funds; and d) with respect to majority-owned and substantially controlled investments the Company consolidates gross assets attributable to third-party investors. The Company's calculations of AUM may differ from the calculations of other asset managers, and as a result this measure may not be comparable to similar measures presented by other asset managers. |
| |
b) | Colony Capital, Inc. ("CLNY") |
| |
c) | Colony Starwood Homes ("SFR") |
| |
d) | Colony American Finance ("CAF") |
| |
e) | Fee-Earning Equity Under Management ("FEEUM") refers to the equity for which the Company provides investment management services and from which it derives management fees and/or performance allocations. FEEUM is presented as of December 31, 2016. FEEUM includes $0.3 billion of uncalled limited partner capital commitments which will not bear fees until such capital is called at the Company’s discretion. Additionally, $0.3 billion pertains to FEEUM of our equity-method investment in a German-based asset management platform. The Company's calculations of FEEUM may differ from the calculations of other asset managers, and as a result this measure may not be comparable to similar measures presented by other asset managers. |
| |
f) | Net Operating Income ("NOI") is property operating income less property operating expenses adjusted for non-cash items, including straight-line rents and above/below market lease amortization. |
| |
g) | Operating Company ("OP") refers to Colony Capital Operating Company, LLC, an operating subsidiary of the Company. The Company is structured as an umbrella partnership real estate investment trust, or UPREIT, in which its wholly-controlled subsidiary, Colony Capital Operating Company, LLC (the “OP”), directly or indirectly holds substantially all of the Company’s assets and directly or indirectly conducts substantially all of the Company’s business. |
| |
h) | Purchased Credit-Impaired ("PCI") loans are loans that were acquired at a discount with evidence of underlying credit deterioration and for which it is probable that all contractually required payments will not be collected. |
| |
i) | Unpaid Principal Balance ("UPB") |
|
| |
| |
Colony Capital, Inc. Fourth Quarter 2016 Supplemental Financial Report | | 27 | |
exhibit9932016nrfsupplem
Supplemental
Information
Fourth Quarter 2016
February 28, 2017
399 Park Avenue, 18th Floor, New York, NY 10022 | 212.547.2600
Cautionary Statement Regarding Forward-
Looking Statements
This presentation 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 the completed merger among NorthStar Asset Management Group Inc., Colony Capital, Inc. and NorthStar Realty Finance Corp., Colony NorthStar’s liquidity, including
its ability to complete identified monetization transactions and other potential sales of non-core investments, the timing of and ability to deploy available capital, the timing of and ability
to complete repurchases of Colony NorthStar’s stock, Colony NorthStar’s ability perform on the RMZ, Colony NorthStar’s leverage, including the timing and amount of borrowings
under its credit facility, increased interest rates and operating costs, adverse economic or real estate developments in Colony NorthStar’s markets, Colony NorthStar’s failure to
successfully operate or lease acquired properties, decreased rental rates, increased vacancy rates or failure to renew or replace expiring leases, defaults on or non-renewal of leases
by tenants, the impact of economic conditions on the borrowers of Colony NorthStar’s commercial real estate debt investments and the commercial mortgage loans underlying its
commercial mortgage backed securities, adverse general and local economic conditions, an unfavorable capital market environment, decreased leasing activity or lease renewals,
and other risks and uncertainties detailed in our filings with the Securities and Exchange Commission (“SEC”). All forward-looking statements reflect the Colony NorthStar’s good faith
beliefs, assumptions and expectations, but they are not guarantees of future performance. Additional information about these and other factors can be found in Colony NorthStar’s
reports filed from time to time with the SEC.
Colony NorthStar cautions investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this presentation. Colony
NorthStar is under no duty to update any of these forward-looking statements after the date of this presentation, nor to conform prior statements to actual results or revised
expectations, and Colony NorthStar does not intend to do so.
This presentation may contain statistics and other data that has been obtained or compiled from information made available by third-party service providers. Colony NorthStar has not
independently verified such statistics or data.
This presentation is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Colony NorthStar.
This information is not intended to be indicative of future results. Actual performance of Colony NorthStar may vary materially.
The endnotes herein contain important information that is material to an understanding of this presentation and you should read this presentation only with and in
context of the endnotes.
2
Table of Contents
I. CLNS Merger Update
II. NRF Fourth Quarter Highlights
III. Financial Statements
• Balance Sheet
• Income Statement
• CAD Reconciliation
IV. Capitalization
V. Real Estate Financing Overview
Real Estate Portfolio
VI. Real Estate Fourth Quarter and Full Year 2016 NOI / EBITDA Summary
VII. Real Estate – Healthcare
VIII. Real Estate – Hotel
IX. Real Estate – Net Lease
X. Real Estate PE Investments
XI. Real Estate Debt Investments
XII. Repurchased NorthStar Realty CDO Bonds
XIII. CDO Real Estate Investments
Appendix
Presentation Endnotes
Q4 2016 and Full Year 2016 NOI / EBITDA Reconciliation
3
CLNS Merger Update
Completed largest real estate merger announced in 2016 to create Colony NorthStar, Inc.
(“CLNS”), 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
CLNS 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 from January 11, 2017 to March 31, 2017
In January 2017, former Colony and NRF stockholders received stub dividends for the period from
January 1, 2017 through January 10, 2017 and former NSAM stockholders received a one-time
special dividend of $1.16 per NSAM common share
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
CLNS 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
4
NRF Fourth Quarter Highlights
Because the merger closed after December 31, 2016, results in this presentation
reflect the pre-merger, stand-alone results for NRF
U.S. GAAP net income of $0.34 per basic share
Cash available for distribution (“CAD”) of $0.26 per share
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 $615 million
As of
December 31, 2016
ASSETS
Cash and cash equivalents 1,105$
Restricted cash 166
Operating real estate, net 7,397
Real estate debt investments, net 297
Real estate debt investments, held for sale 34
Investments in private equity funds, at fair value 417
Investments in unconsolidated ventures 168
Real estate securities, available for sale 445
Receivables, net 53
Receivables, related parties 1
Intangible assets, net 333
Assets of properties held for sale 1,668
Other assets 133
Total Assets 12,217$
LIABILITIES
Mortgage and other notes payable 6,290$
Credit facilities and term borrowings 422
CDO bonds payable, at fair value 257
Exchangeable senior notes 27
Junior subordinated notes, at fair value 195
Accounts payable and accrued expenses 106
Due to related party 1
Derivative liabilities, at fair value 123
Intangible liabilities, net 111
Liabilities of properties held for sale 1,291
Other liabilities 60
Total Liabilities 8,883
EQUITY
NorthStar Realty Finance Corp. Stockholders' Equity
Preferred stock 939
Common stock 2
Additional paid-in capital 5,120
Retained earnings (accumulated deficit) (2,902)
Accumulated other comprehensive income (loss) (77)
Total NorthStar Realty Finance Corp. Stockholders' Equity 3,082
Non-controlling interests 252
Total Equity 3,334
Total Liabilities and Equity 12,217$
($ in millions, except per share data)
(Unaudited)
5
Financial Statements
Balance Sheet
Three Months Ended
December 31, 2016
Property and other revenues
Rental and escalation income 151$
Hotel related income 190
Resident fee income 74
Other revenue 5
Total property and other revenues 420
Net interest income
Interest income 29
Interest expense on debt and securities 1
Net interest income on debt and securities 28
Expenses
Management fee, related party 47
Interest expense - mortgage and corporate borrowings 111
Real estate properties – operating expenses 226
Other expenses 4
Transaction costs 6
Impairment losses 4
Provision for (reversal of) loan losses, net 3
General and administrative expenses
Compensation expense 9
Other general and administrative expenses 6
Total general and administrative expenses 15
Depreciation and amortization 78
Total expenses 494
Other income (loss)
Unrealized gain (loss) on investments and other 86
Realized gain (loss) on investments and other 22
Income (loss) before equity in earnings (losses) of unconsolidated ventures
and income tax benefit (expense) 62
Equity in earnings (losses) of unconsolidated ventures 23
Income tax benefit (expense) (2)
Income (loss) from continuing operations 83
Net income (loss) 83
Net (income) loss attributable to non-controlling interests (0)
Preferred stock dividends (21)
Net income (loss) attributable to
NorthStar Realty Finance Corp. common stockholders 62$
Earnings (loss) per share:
Income (loss) per share from continuing operations 0.34$
Basic 0.34$
Diluted 0.34$
Weighted average number of shares (in millions):
Basic 180
Diluted 182
($ in millions, except per share)
(Unaudited)
6
Financial Statements
Income Statement
• Compensation expense includes $6.4 million of equity-based compensation expense.
*
Three Months Ended
December 31, 2016
Net income (loss) attributable to common stockholders 62$
Non-controlling interests 0
Adjustments:
Depreciation and amortization items 93
N-Star CDO bond discounts 4
Net interest income in consolidated N-Star CDOs (8)
Unrealized (gain) loss from fair value adjustments /
Provision for (reversal of) loan losses, net (84)
Realized (gain) loss on investments (23)
Distributions / adjustments to joint venture partners (8)
Transaction costs and other 12
CAD 48$
CAD per share 0.26$
Weighted average shares (in millions) 183.2
($ in millions, except per share data)
(unaudited)
7
Financial Statements
CAD Reconciliation(1)
As of February 24, 2017
($ in millions)
Debt
Mortgage Notes 7,575$ 6,301$
Unconsolidated Real Estate JV Mortgage Notes 49 37
Loan Facilities (non-recourse amount) 52 52
Non-Recourse Debt Subtotal 7,676 6,390
Exchangeable Senior Notes 29 29
Corporate Term Facility 425 -
Trust Preferred Securities 195 195
Recourse Debt Subtotal 649 224
Total Debt 8,325 6,614
Equity
Common Equity (NYSE: NRF) including LTIP units and
RSUs not subject to performance hurdles 2,957 2,957
Class A Preferred Stock 63 63
Class B Preferred Stock 351 351
Class C Preferred Stock 127 127
Class D Preferred Stock 205 205
Class E Preferred Stock 260 260
Preferred Stock 1,006 1,006
Joint Venture Minority Interests 252 252
Total Equity 4,215 4,215
Total Capitalization 12,540$ 10,829$
Market Value
December 31,
2016 Amount
Pro Forma
Amount
Pro Forma
Amount
8
Capitalization(2)
* Pro forma for mortgage notes of assets sold subsequent to the fourth quarter 2016 and the payoff of the corporate term facility in January 2017.
** Common equity reflects data as of market close on January 10, 2017 (date prior to merger closing) and preferred stock reflects data as of February 24, 2017.
*
**
**
*
*
Type
Principal
Amount
% of
Total
WA Current
Interest Rate
WA Maturity
(in years)
Pro Forma for Asset
Monetization
Initiatives
% of
Total
Pro Forma WA
Current
Interest Rate
Pro Forma
WA Maturity
(in years)
Healthcare 3,367$ 44% 4.7% 4.2 3,356$ 53% 4.7% 4.2
Hotel 2,628 34% 4.2% 3.3 2,628 41% 4.2% 3.3
Manufactured Housing 1,263 17% 4.3% 6.7 - - - -
Net Lease 179 2% 5.0% 4.5 167 3% 5.0% 4.8
Multifamily 72 1% 3.9% 6.6 72 1% 3.9% 6.6
Multi-Tenant Office 115 2% 2.9% 3.5 115 2% 2.9% 3.5
Non-Recourse Real Estate Financing Total 7,624$ 100% 4.4% 4.3 6,338$ 100% 4.5% 3.9
December 31, 2016 February 24, 2017
Year of Maturity
Principal
Amount
% of
Total
WA Current
Interest Rate
Pro Forma for Asset
Monetization
Initiatives
% of
Total
Pro Forma WA
Current
Interest Rate
2017 110$ 1% 5.4% 95$ 1% 5.7%
2018 300 4% 5.0% 281 4% 5.0%
2019 4,720 62% 4.3% 4,688 74% 4.3%
2020 380 5% 4.5% 358 6% 4.5%
2021 and thereafter 2,114 28% 4.5% 916 14% 4.8%
Non-Recourse Real Estate Financing Total 7,624$ 100% 4.4% 6,338$ 100% 4.5%
February 24, 2017December 31, 2016
9
Real Estate Financing Overview(3)
($ in millions)
Real Estate Financing by Type
Real Estate Financing Scheduled Principal Repayments and Maturities
10
Real Estate Portfolio
# of Properties/ NOI/EBITDA
Type Hotels/Communities Q4 2016 FY 2016
Healthcare
Senior Housing - Operating 109 18$ 76$
Triple-Net Lease
Senior Housing 82 14 58
Skilled Nursing Facilities 107 28 114
Hospitals 14 5 20
Subtotal Triple-Net Lease 203 47 192
MOB's 114 15 58
Healthcare Total 426 80 326
Hotel Total 167 58 284
Net Lease Total 21 6 22
Multifamily Total 2 2 7
Multi-tenant Office Total 13 3 12
Real Estate NOI/EBITDA Grand Total 629 149$ 651$
11
Real Estate Fourth Quarter and Full Year
2016 NOI / EBITDA Summary (4)
Real Estate 2016 Summary*
($ in millions)
• Pro forma for asset monetization initiatives (including in contract) from January 1, 2016 through February 24, 2017;
please refer to endnote #4 in the Appendix for additional information.
*
9/30/16 TTM
Type
# of
Properties
Q4 2016
Occupancy
Lease
(EBITDAR)
Coverage
Avg. Remaining
Lease Term as
of 12/31/16 NOI
NOI
Margin
Senior Housing - Operating 109 6,300 Units 88% n/a n/a 18$ 27%
Triple-Net Lease
Senior Housing 82 4,305 Units 87% 1.6x 11.6 14 n/a
Skilled Nursing Facilities 107 12,554 Beds 84% 1.4x 7.7 28 n/a
Hospitals 14 817 Beds 63% 3.3x 12.0 5 n/a
Subtotal Triple-Net Lease 203 17,676 Bed/Units 84% 1.7x 9.6 47
MOB's 114 4,024 Sq. Ft.(in '000s) 86% n/a 4.9 26 n/a
Total 426 1.7x 7.9 92$ 27%
Q4 2016
Capacity
Location
# of
Properties # of Beds
MOB Sq. Ft.
(in '000s)
Florida 28 3,089 172
Illinois 39 3,060 319
United Kingdom 43 2,127 0
Indiana 55 2,070 936
Pennsylvania 11 1,911 0
Oregon 31 1,875 0
California 18 1,221 75
Ohio 35 1,108 272
Texas 32 1,053 554
Georgia 22 923 300
North Carolina 10 808 0
Virginia 8 723 0
Tennessee 8 631 62
Remainder 86 3,377 1,334
Total 426 23,976 4,024 12
Real Estate
Healthcare(5)
Healthcare Real Estate Summary by Type
($ in millions)
Healthcare Real Estate by Geography Property Geographic Distribution
# of
Property Type Properties 4Q 2016 4Q 2015 9/30/2016 9/30/2015
Senior Housing - Operating 109 88% 90% n/a n/a
Triple-Net Lease
Senior Housing 82 87% 88% 1.6x 1.5x
Skilled Nursing Facilities 107 84% 85% 1.4x 1.4x
Hospitals 14 63% 67% 3.3x 3.0x
Subtotal Triple-Net Lease 203 84% 85% 1.7x 1.6x
MOB's 114 86% 88% n/a n/a
Total 426 1.7x 1.6x
Occupancy TTM Lease (EBITDAR) Coverage
Property Type 4Q 2016 4Q 2015 % Change
Senior Housing - Operating 18.3$ 17.0$ 7.7%
Triple-Net Lease
Senior Housing 14.0 15.0 -6.5%
Skilled Nursing Facilities 28.2 27.5 2.6%
Hospitals 5.1 5.0 3.3%
Subtotal Triple-Net Lease 47.3 47.4 -0.2%
MOB's 14.8 15.0 -1.8%
Total 80.4$ 79.5$ 1.2%
13
Real Estate
Healthcare – Same Property Results(5)
Same Property NOI Year over Year Comparison
($ in millions)
Same Property Operating Metrics Year over Year Comparison
• Applying the average currency exchange rates from the fourth quarter 2015, same store 2016 Senior Housing - Triple Net Lease NOI would
have been $15.1 million and same store 2016 total healthcare real estate NOI would have been $81.5 million for the fourth quarter 2016.
*
*
9/30/16 TTM
Operator / Tenant Property Type
Primary
Segment
# of
Properties Capacity
Q4 2016
Occupancy
Lease
(EBITDAR)
Coverage
Avg. Remaining
Lease Term as
of 12/31/16 NOI
% of
Total
NOI
Senior Lifestyle Sr. Housing RIDEA 82 4,920 88% n/a n/a 14$ 16%
Caring Homes (UK) Sr. Housing NNN 43 2,127 90% 1.8x 14.3 7 8%
Mid-Atlantic Healthcare SNF NNN 11 1,911 90% 1.5x 12.3 5 5%
Wellington Healthcare SNF NNN 11 1,364 90% 1.1x 10.1 4 5%
Frontier Sr. Housing RIDEA/NNN 20 1,347 86% n/a n/a 4 4%
Miller SNF NNN 28 2,070 73% 2.1x 0.5 4 4%
Symphony / NuCare SNF NNN 9 1,540 77% 1.1x 5.0 3 4%
Consulate SNF NNN 10 1,107 94% 1.4x 11.0 3 3%
Opis SNF NNN 11 1,515 90% 1.3x 7.0 3 3%
Grace SNF NNN 9 1,228 85% 1.0x 4.0 3 3%
Top 10 Operators/Tenants by NOI Total 234 19,129 1.5x 8.6 50$ 54%
Q4 2016
Property Type Private Pay Medicare Medicaid
Senior Housing - Operating 85% 4% 11%
Triple-Net Lease
Senior Housing 64% 0% 36%
Skilled Nursing Facilities 22% 20% 58%
Hospitals 13% 37% 50%
Subtotal Triple-Net Lease 33% 16% 51%
MOB's 100% 0% 0%
Total 62% 9% 29%
9/30/16 TTM
14
Real Estate
Healthcare(5)
($ in millions)
Top 10 Operators/Tenants by NOI
Revenue Mix
9/30/16 TTM Lease Coverage # of Leases Senior Housing
Skilled Nursing
Facilities &
Hospitals % Total NOI
Avg. Remaining
Lease Term as of
12/31/16 (Years)
Less than 0.99x 1 2% - 2% 6 yrs
1.00x - 1.09x 4 2% 8% 10% 6 yrs
1.10x - 1.19x 2 - 6% 6% 10 yrs
1.20x - 1.29x 2 2% 3% 5% 9 yrs
1.30x - 1.39x - - - - --
1.40x - 1.49x 3 - 9% 9% 12 yrs
1.50x and greater 6 9% 10% 19% 7 yrs
Total 18 15% 36% 51% 10 yrs
% of Total Portfolio Annualized 4Q 2016 NOI
15
Real Estate Healthcare
Triple-Net Lease Portfolio Coverage(5)
Triple-Net Lease Coverage
Q4 2016
Location
# of
Hotels
# of
Rooms
Select
Service
Extended
Stay
Full
Service EBITDA
California 18 2,254 1,243 1,011 - 10$
Florida 12 2,060 1,186 291 583 6
Texas 28 3,230 1,952 1,278 - 5
New Jersey 12 1,884 718 942 224 5
New York 8 1,010 710 300 - 3
North Carolina 7 981 831 150 - 3
Washington 5 664 160 504 - 3
Virginia 11 1,473 1,210 263 - 3
Michigan 6 809 601 208 - 2
Georgia 7 974 694 280 - 2
New Hampshire 6 662 339 323 - 2
Maryland 7 953 666 132 155 2
Connecticut 5 604 412 192 - 1
Pennsylvania 5 610 394 216 - 1
Other 30 3,923 2,078 1,845 - 10
Total 167 22,091 13,194 7,935 962 58$
# of Rooms by Type:
Type
# of
Hotels
# of
Rooms Occupancy
Avg. Daily
Rate (ADR) RevPAR EBITDA
EBITDA
Margin
Select Service 97 13,194 66% 118$ 79$ 31$ 29%
Extended Stay 66 7,935 74% 129 96 24 35%
Full Service 4 962 71% 139 98 3 17%
Total 167 22,091 69% 123$ 85$ 58$ 30%
Q4 2016
16
Real Estate
Hotel(6)
Hotel Real Estate Summary by Type
($ in millions)
Hotel Real Estate by Geography
# of # of
Brand Hotel Rooms Q4 2016 Q4 2015 % Change
Courtyard 64 9,455 22.1$ 22.6$ -2.4%
Residence Inn 47 5,733 18.7 20.5 -8.5%
Homewood Suites 9 1,110 3.2 2.6 24.0%
Hilton Garden Inn 8 1,095 3.0 2.8 10.6%
Hampton Inn 11 1,268 2.8 3.5 -21.0%
Hyatt House 5 650 2.7 2.8 -3.7%
Other 23 2,780 5.1 6.1 -16.6%
Total 167 22,091 57.7$ 60.9$ -5.3%
EBITDA
# of # of
Brand Hotel Rooms Q4 2016 Q4 2015 Q4 2016 Q4 2015 Q4 2016 Q4 2015
Courtyard 64 9,455 65% 66% 118$ 117$ 77$ 77$
Residence Inn 47 5,733 75% 76% 131 128 98 98
Homewood Suites 9 1,110 77% 73% 119 113 92 82
Hilton Garden Inn 8 1,095 72% 69% 128 127 92 88
Hampton Inn 11 1,268 72% 73% 115 116 83 85
Hyatt House 5 650 78% 79% 149 145 116 115
Other 23 2,780 67% 69% 125 126 83 87
Total 167 22,091 69% 70% 123$ 122$ 85$ 86$
Occupancy ADR RevPAR
17
Real Estate
Hotel – Same Property Results(6)
($ in millions)
Same Property Operating Metrics Year over Year Comparison
Same Property EBITDA Year over Year Comparison
Brand Segment Hotels Rooms % of Total
Rooms
Select Service 64 9,455 43%
Extended Stay 47 5,733 26%
Select Service 6 509 2%
Select Service 4 389 2%
Full Service 1 367 2%
Full Service 1 224 1%
4ps Full Service 1 216 1%
Select Service 2 241 1%
Select Service 11 1,268 6%
Select Service 8 1,095 5%
Extended Stay 9 1,110 5%
Marriott and Hilton Total 157 20,932 95%
Full Service 1 155 <1%
Extended Stay 2 170 <1%
18
Real Estate
Hotel
Type
# of
Properties
Sq. Ft.
(in '000s) Occupancy
Avg. Remaining
Lease Term
(in years) NOI
Office 11 1,710 91% 4.4 4$
Retail 10 468 100% 7.1 2
Total 21 2,178 93% 5.0 6$
Q4 2016
Location
# of
Properties
Sq. Ft.
(in '000s)
Colorado 4 590
California 2 179
Indiana 2 388
Ohio 1 199
South Carolina 1 165
New Jersey 1 121
Utah 1 118
New Hampshire 3 116
Massachusetts 2 104
Maine 1 53
Total 18 2,033
19
Real Estate
Net Lease(7)
($ in millions)
Net Lease Real Estate Summary by Type
Top 10 Net Lease Real Estate by Geography
Tenant
# of
Properties
Sq. Ft.
(in '000s)
Avg. Remaining
Lease Term
(in years) NOI
Dick's Sporting Goods, Inc. / PetSmart, Inc. 10 468 7.1 1$
Northrop Grumman Space & Mission Systems Corp. 1 184 5.9 <1
Credence Systems Corp. 2 179 0.2 <1
Covance, Inc. 1 338 9.0 <1
Alliance Data Systems Corp. 1 199 0.9 <1
CitiFinancial 1 165 3.8 <1
GSA 1 118 2.1 <1
Quantum 3 406 4.0 <1
Party City 1 121 6.1 <1
Top Tenants by NOI Total 21 2,178 5.0 6$
Q4 2016
Q4 2016 Q4 2015 % Change
Occupancy 93.0% 96.4% -3.5%
Avg. Remaining Lease
Term (in years) 5.0 5.1 -1.3%
NOI 5.7$ 6.2$ -8.3%
20
Real Estate
Net Lease(7)
($ in millions)
Top Tenants by NOI
Same Property Operating Metrics/NOI Year over Year Comparison
• Excluding rent concessions provided to a tenant that renewed its lease during 2016, fourth quarter 2016 NOI would have been $6.1
million.
*
($ in millions)
December 31, 2016
Aggregate / Wtd. Avg. Aggregate
Number of funds 102 Three Months Ended December 31, 2016
Number of general partners 66 Income 14$
Underlying assets, at cost 24,400$ Return of capital 49
Implied leverage 43% Total distributions 63
Expected remaining future capital contribution 4$ Contributions 0
Net 63$
Initial Closing Date through December 31, 2016
Income 508$
Return of capital 966
Total distributions 1,474
Contributions 110
Net 1,364$
21
Real Estate PE Investments(8)
Private Equity Investments by Underlying Investment Type & Geography
February 24, 2017
Carrying
Location Value
New York 115$
California 27
Texas 7
Illinois 6
Various 3
Bahamas 3
Pennsylvania 1
Total 162$
Underlying Carrying WA Yield
Collateral Type Value on Equity
Hotel 115$ 12%
Corporate 26 15%
Office 13 12%
Multifamily 5 7%
Other 3 0%
Total 162$ 12%
February 24, 2017
22
Real Estate Debt Investments(9)
Loans by Underlying Collateral Type
($ in millions)
Loans by Geographic Locations
Owned CDO Bonds and Other Securities:
(excluding CDO bonds eliminated in consolidation) Principal
Principal amount 430$
Amortized cost basis 201
Weighted average yield 18%
Owned CDO Bonds Eliminated in Consolidation
Principal amount 139$
Owned CDO Bonds:
Based on original credit rating:
AAA 109$
AA through BBB 241
Below investment grade 160
Total Owned NorthStar Realty CDO Bonds 510$
Total Repurchased NorthStar Realty CDO Bonds 376$
Weighted average original credit rating of repurchased CDO bonds A / A2
Weighted average purchase price of repurchased CDO bonds 37%
23
Repurchased NorthStar Realty CDO Bond
and Other Securities(10)
Balance Sheet Holdings of NorthStar Realty CDO Bonds and
Other Securities as of February 24, 2017
($ in millions)
N-Star VI N-Star VIII CapLease CSE
Issue/Acquisition Date Mar-06 Dec-06 Aug-11 Jul-10 Total
Balance sheet as of December 31, 2016
Assets, principal amount 158$ 481$ 114$ 382$ 1,136$
CDO bonds, principal amount 97 325 98 338 859
Net Assets 62$ 156$ 16$ 43$ 277$
CDO quarterly cash distributions and coverage tests
Equity notes and subordinate bonds -$ 1.3$ 0.6$ 0.5$ 2.4$
Collateral management and other fees 0.1 0.5 0.1 0.1 0.8
Interest coverage cushion (0.3) 1.9 0.3 0.5
Overcollateralization cushion 39 138 10 4
At offering 17 42 6 (152)
24
CDO Real Estate Investments(11)
CDOs Primarily Backed by CRE Debt
($ in millions)
25
Appendix
26
Presentation Endnotes
1. CAD Reconciliation:
a) The three months ended December 31, 2016 includes an adjustment to exclude depreciation and amortization of $77.8 million (including $0.2
million related to unconsolidated ventures), straight-line rental income of $(5.1) million, amortization of above/below market leases of $1.4 million,
amortization of deferred financing costs of $12.1 million, amortization of discount on financings and other of $0.1 million and amortization of equity-
based compensation of $6.4 million.
b) 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.
c) The three months ended December 31, 2016 includes an adjustment to exclude a $30.0 million net gain related to the sale of real estate
investments, a $22.4 million gain related to the foreclosure of real estate, $(29.3) million non-cash loss related to securities in our consolidated
CDOs, $(1.4) million loss related to the sale of manufactured homes, $0.8 million of other real estate gains.
d) The three months ended December 31, 2016 includes an adjustment to exclude $5.9 million of transaction costs, $4.4 million of impairment and
include $1.3 million related to N-Star CDO equity interests.
e) CAD per share does not take into account any potential dilution from our outstanding exchangeable notes or restricted stock units subject to
performance metrics not currently achieved.
2. Capitalization & Liquidity:
a) Mortgage Notes: Pro forma for mortgage notes of assets sold and in contract subsequent to the fourth quarter 2016, including $11 million related
to a medical office building, $1.3 billion related to the manufactured housing portfolio and $12 million related to a partial paydown of mortgage debt
in a net lease property.
b) Loan Facilities (non-recourse amount): Reflects $52 million of Other Secured Borrowings.
c) Corporate Term Facility: Pro forma for the payoff of the corporate term facility in January 2017.
d) TruPS: Reflects fair value as of December 31, 2016.
e) Common Equity: Market value reflects stock price (NYSE: NRF) as of January 10, 2017 of NorthStar Realty common shares, LTIP units and RSUs
not subject to performance hurdles.
f) Preferred Stock: Reflects closing stock price as of February 24, 2017 excluding accrued interest.
g) Excludes $359 million of non-recourse CDO bonds related to CDO’s consolidated on NorthStar Realty’s financial statements.
3. Real Estate Financing Overview:
a) Includes $49 million of unconsolidated joint venture debt ($33 million related to the Multifamily portfolio and $16 million related to Net Lease
portfolio). Pro forma for mortgage notes of assets sold and in contract subsequent to the fourth quarter 2016, including $11 million related to a
medical office building, $1.3 billion related to the manufactured housing portfolio and $12 million related to a partial paydown of mortgage debt in a
net lease property.
b) Current interest rate is based on current LIBOR for floating rate liabilities.
4. Real Estate 2016 NOI / EBITDA Summary:
a) NOI / EBITDA represents 100% for all consolidated investments and represents NorthStar Realty’s ownership percentage for unconsolidated
joint ventures. The below table represents NorthStar Realty’s approximate weighted average ownership percentage in each portfolio as of
December 31, 2016 and pro forma for asset monetization initiatives as of February 24, 2017.
b) Full year 2016 average USD-GBP exchange rate was 1.40
c) NOI is pro forma for asset monetizations initiatives (including in contract) which include the following:
i. Healthcare
• full year 2016 NOI excludes $8.5 million of NOI related to a portfolio of senior housing assets sold during the first quarter 2016;
• Q4 2016 and full year 2016 NOI excludes $11.0 million and $43.1 million of NOI, respectively, related to a portfolio of medical office
buildings sold during the fourth quarter 2016;
• Q4 2016 and full year 2016 NOI excludes $0.4 million and $1.6 million of NOI, respectively, related to a healthcare property in which the
purchase option was exercised by the tenant in 2016;
ii. Net Lease
• full year 2016 NOI excludes $22.0 million of NOI related to the net lease industrial portfolio sold during the third quarter 2016;
• full year 2016 NOI excludes $0.2 million of NOI related to a net lease office building which the related mortgage matured in October 2015
and the property was conveyed back to the lender in 2016;
iii. Multifamily
• Q4 2016 and full year 2016 NOI excludes $0.4 million and $13.2 million of NOI, respectively, related to the 10 multifamily properties
NorthStar Realty entered into agreements to sell, of which all 10 properties were sold throughout 2016; and
iv. Manufactured Housing
• the entire manufactured housing communities portfolio, which is under contract to be sold.
27
Presentation Endnotes (continued)
December 31, 2016 February 24, 2017
Sector Amount
Pro forma for asset
monetizations
Healthcare 87.7% 71.3%
Hotels 93.8% 93.8%
Net Lease 100.0% 100.0%
Multifamily 94.6% 94.6%
Multi-Tenant Office 95.0% 95.0%
28
Presentation Endnotes (continued)
5. Real Estate – Healthcare:
a) Q4 2016 occupancy metrics for Senior Housing - Operating represents average fourth quarter 2016, MOB’s is as of December 31, 2016 and for
Triple-Net Lease represents average third quarter 2016. Q4 2015 occupancy metrics for Senior Housing - Operating represents average fourth
quarter 2015, MOB’s is as of December 31, 2015 and for Triple-Net Lease represents average third quarter 2015. Occupancy represents real
estate property operator’s patient occupancy for all types except MOB.
b) Q4 2016 NOI includes $1.4 million related to interest earned from healthcare real estate development loans that are recorded in the Interest
Income line item on NorthStar Realty’s financial statements.
c) Fourth quarter 2016 and 2015 average USD-GBP exchange rates were 1.36 and 1.53, respectively.
d) Revenue Mix: Represents percentage of revenues derived from private, Medicare and Medicaid payor sources. The payor source percentages for
the hospital category excludes two operating partners, whom do not track or report payor source data and totals approximately one-third of NOI in
the hospital category. Overall percentages are weighted by NOI exposure in each category.
e) Top 10 Operators/Tenants by NOI: Caring Homes (U.K.) lease (EBITDAR) coverage includes additional collateral provided by the operator.
f) Triple-Net Lease Coverage: Coverage reflects the ratio of EBITDAR to cash rent on a trailing 12 month basis, as of September 30, 2016.
Represents leases with EBITDAR coverage in each listed range. Excludes interest income associated with triple-net lease senior housing and
hospital types. Caring Homes (U.K.) lease (EBITDAR) coverage includes additional collateral provided by the operator.
6. Real Estate - Hotel: Q4 2016 EBITDA excludes FF&E reserve amounts of $8 million.
a) Occupancy metrics represent average occupancy during the reported quarter.
7. Real Estate – Net Lease:
a) Occupancy metrics represent occupancy as of the last day in the reported quarter.
b) Excludes one office building which the related mortgage matured in October 2015 and the property was conveyed back to the lender in 2016 and
the net lease real estate industrial portfolio sold during the third quarter 2016.
8. Real Estate PE Investments:
a) Amounts presented exclude a minimal economic interest retained in a real estate private equity fund portfolio which NorthStar Realty sold in the
fourth quarter 2015.
b) Number of General Partners: Includes 12 funds and 16 general partners held across multiple PE Investments.
c) Implied Leverage: Represents implied leverage for funds with investment-level financing, calculated as debt divided by assets at fair value.
d) Expected Remaining Future Capital Contributions: Represents the estimated amount of expected future capital contributions to funds as of
December 31, 2016.
29
Presentation Endnotes (continued)
9. Real Estate Debt Investments: Based on December 31, 2016 carrying value of $297 million, less $4 million of debt investments in consolidated CDOs,
$79 million of real estate development loans related to our healthcare real estate portfolio and $52 million of assets associated with secured borrowing.
WA yield on equity calculation excludes debt investments in consolidated CDOs, real estate development loans related to our healthcare real estate
portfolio, debt investments held for sale and assets associated with secured borrowings.
10. Repurchased NorthStar Realty CDO Bonds:
a) Owned CDO bonds total principal amount represents the maximum amount of principal proceeds that could be received. There is no assurance
we will receive the maximum amount of principal proceeds.
b) Other Securities reflects $59 million principal amount of CMBS and other securities as of December 31, 2016.
c) $139 million of total principal amount of owned CDO bonds are eliminated in the consolidated financial statements.
11. CDO Real Estate Investments:
a) Data based on remittance report issued on date nearest to December 31, 2016.
b) Includes all outstanding CDO bonds payable to third parties and all CDO bonds owned by us.
c) IC and OC coverage to the most constrained class.
d) CapLease OC at Offering: Based on trustee report as of August 31, 2011, closest to the date of acquisition.
e) CSE OC at Offering: Based on trustee report as of June 24, 2010, closest to the date of acquisition.
12. Q4 2016 and Full Year 2016 NOI Reconciliation:
a) Full Year 2016 NOI is pro forma for asset monetizations which include the following: a portfolio of senior housing assets sold during the first
quarter 2016; a portfolio of medical office buildings sold during the fourth quarter 2016; the net lease industrial portfolio sold during the third
quarter 2016; 10 multifamily properties sold throughout 2016; and a net lease office building which the related mortgage matured in October 2015
and the property was conveyed back to the lender in 2016.
b) Certain other revenue earned is not included as part of NOI, including collateral management fees for administrative services in our N-Star
CDOs, that are not part of our real estate segment.
c) Primarily represents interest income earned from notes receivable on manufactured homes and loans in our healthcare portfolio.
d) Includes an adjustment related to our interest in an unconsolidated joint venture in a net lease and multifamily property.
e) Primarily includes amortization of straight-line rental income, amortization of above/below market leases and non-recurring bad debt.
f) We consider NOI for hotels to be a proxy for earnings before interest, tax, depreciation & amortization (EBITDA).
g) During 2016, we entered into definitive agreements to sell certain of our real estate portfolios, including ten multifamily properties of which all ten
properties were sold as of December 31, 2016, our manufactured housing portfolio and a portion of our medical office building portfolio of which
34 properties were sold as of December 31, 2016.
h) Represents the net income (loss) of our remaining segments to reconcile to total net income (loss).
Total Healthcare Hotel
Manufactured
Housing Net Lease Multifamily
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 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 2,882 1,375 - 1,507 - - -
Equity in earnings 238 - - - (84) 322 -
Amortization and other items (3,661) (2,795) (909) - (51) 368 (274)
NOI 192,334$ 91,837$ 57,665$ 32,450$ 5,705$ 2,146$ 2,531$
Total
Medical Office
Buildings
Senior Housing
- Operating
Senior Housing
- 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$
30
Q4 2016 NOI/EBITDA Reconciliation(12)
Reconciliation of Q4 2016 NOI to Property and Other Related Revenues less
Property Operating Expenses
($ in thousands)
(unaudited)
Reconciliation of Q4 2016 Healthcare Property Type NOI to Property and
Other Related Revenues less Property Operating Expenses
Total
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 gains (loss) on investments and other (26,985)
Realized gains (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 (282)
Net income (loss) - Real estate segment 55,034
Remaining Segments 28,203
Net income (loss) 83,237$
31
Q4 2016 NOI/EBITDA Reconciliation(12)
Reconciliation of Q4 2016 NOI to Segment Reporting Net Income (Loss)
($ in thousands)
(unaudited)
Total Healthcare Hotel
Manufactured
Housing Net Lease Multifamily
Multi-tenant
Office
Asset
Monetizations
Property and Other Revenues:
Rental and escalation income 678,909$ 291,727$ 55$ 197,066$ 29,681$ 6,745$ 21,157$ 132,478$
Hotel related income 826,147 - 826,147 - - - - -
Resident fee income 293,006 293,006 - - - - - -
Other revenue 11,938 1,768 1,005 5,651 401 1,654 638 821
Total property and other revenues 1,810,000 586,501 827,207 202,717 30,082 8,399 21,795 133,299
Real estate properties - operating expenses: 935,702 256,101 542,049 77,827 6,511 4,400 9,132 39,682
Adjustments:
Interest income 11,290 5,687 22 5,563 5 - 8 5
Equity in earnings 842 - - - (315) 1,157 - -
Amortization and other items (16,872) (10,563) (965) - (818) 1,480 (1,027) (4,979)
NOI 869,558$ 325,524$ 284,215$ 130,453$ 22,443$ 6,636$ 11,644$ 88,643$
32
Full Year 2016 NOI/EBITDA Reconciliation(12)
Reconciliation of Full Year 2016 NOI to Property and Other Related Revenues
less Property Operating Expenses
($ in thousands)
(unaudited)
Reconciliation of Full Year 2016 Healthcare Property Type NOI to Property
and Other Related Revenues less Property Operating Expenses
Total
Medical Office
Buildings
Senior Housing
- Operating
Senior Housing
- Triple Net Lease
Skilled Nursing
Facilities Hospitals
Property and Other Revenues:
Rental and escalation income 291,727$ 93,952$ -$ 56,861$ 116,000$ 24,914$
Resident fee income 293,006 - 270,813 - 22,193 -
Other revenue 1,768 1,738 1 20 1 8
Total property and other revenues 586,501 95,690 270,814 56,881 138,194 24,922
Real estate properties - operating expenses: 256,101 35,811 195,754 715 22,198 1,623
Adjustments:
Interest income 5,687 16 4 4,270 210 1,187
Amortization and other items (10,563) (1,828) 882 (2,854) (2,517) (4,246)
NOI 325,524$ 58,067$ 75,946$ 57,582$ 113,689$ 20,240$
Total
NOI 869,558$
Adjustments:
Straight-line rental revenue and amortization of
above/below-market leases 20,768
Interest expense - mortgage and corporate borrowings (426,715)
Other expenses (21,565)
Depreciation and amortization (337,178)
Unrealized gains (loss) on investments and other (67,124)
Realized gains (loss) on investments and other 66,629
Equity in earnings (losses) of unconsolidated ventures 123,796
Impairment losses (79,869)
Income tax benefit (expense) (13,303)
Other Items (4,396)
Net income (loss) - Real estate segment 130,601
Remaining Segments (353,317)
Net income (loss) (222,716)$
33
Full Year 2016 NOI/EBITDA Reconciliation(12)
Reconciliation of Full Year 2016 NOI to Segment Reporting Net Income (Loss)
($ in thousands)
(unaudited)
34
399 Park Avenue, 18th Floor, New York, NY 10022 | 212.547.2600
exhibit9942016investorpr
Investor Presentation
March 1, 2017
NYSE: CLNS | A Diversified Equity REIT
Colony NorthStar, Inc. 1
Cautionary Statement Regarding Forward-Looking Statements
This presentation 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 the completed merger among NorthStar Asset Management Group Inc., Colony Capital, Inc. and NorthStar
Realty Finance Corp., Colony NorthStar’s liquidity, including its ability to complete identified monetization transactions and other potential sales of non-core
investments, the timing of and ability to deploy available capital, the timing of and ability to complete repurchases of Colony NorthStar’s stock, Colony NorthStar’s
ability perform on the RMZ, Colony NorthStar’s leverage, including the timing and amount of borrowings under its credit facility, increased interest rates and
operating costs, adverse economic or real estate developments in Colony NorthStar’s markets, Colony NorthStar’s failure to successfully operate or lease acquired
properties, decreased rental rates, increased vacancy rates or failure to renew or replace expiring leases, defaults on or non-renewal of leases by tenants, the
impact of economic conditions on the borrowers of Colony NorthStar’s commercial real estate debt investments and the commercial mortgage loans underlying its
commercial mortgage backed securities, adverse general and local economic conditions, an unfavorable capital market environment, decreased leasing activity or
lease renewals, and other risks and uncertainties detailed in our filings with the Securities and Exchange Commission (“SEC”). All forward-looking statements reflect
the Colony NorthStar’s good faith beliefs, assumptions and expectations, but they are not guarantees of future performance. Additional information about these and
other factors can be found in Colony NorthStar’s reports filed from time to time with the SEC.
Colony NorthStar cautions investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this
presentation. Colony NorthStar is under no duty to update any of these forward-looking statements after the date of this presentation, nor to conform prior
statements to actual results or revised expectations, and Colony NorthStar does not intend to do so.
This presentation may contain statistics and other data that has been obtained or compiled from information made available by third-party service providers. Colony
NorthStar has not independently verified such statistics or data.
This presentation is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the
Colony NorthStar. This information is not intended to be indicative of future results. Actual performance of Colony NorthStar may vary materially.
The endnotes herein contain important information that is material to an understanding of this presentation and you should read this presentation only
with and in context of the endnotes.
Forward Looking Statements
Colony NorthStar, Inc. 2
Colony NorthStar Highlights
World-Class Real Estate and Investment Management Platform
Improving Balance Sheet and Liquidity
with Path to Reduced Cost of Capital
Strategic Transition to Simplify Balance
Sheet and Focus on Core Property
Verticals
Scaled, Dynamic and Diversified Real
Estate Portfolio Currently Concentrated in
Healthcare, Industrial, Hospitality and High
Yielding Other Equity & Debt
Near-Term Significant Improvement
in Operating Efficiency
Proven Ability to Find Relative Value and
Produce Attractive Risk-adjusted Returns
in Real Estate Investments Across the Globe
Broad Investment Management Platform
to Bolster Core Property Verticals and Pursue
Balance Sheet-Light Tactical Strategies
Best-in-Class Corporate
Governance
Colony NorthStar, Inc. 3
Colony NorthStar Overview
Leading global equity REIT with an embedded investment management platform
NYSE:CLNS / RMZ Constituent $56 Billion of AUM
500+ Employees | 17 Offices Globally $18 Billion Total Capitalization3
$8 Billion Equity Market Capitalization2
Quick Facts
Business Segments
$0.27 Quarterly Dividend1 | 7.6% Dividend Yield2
1. Q1 2017 dividend will be prorated to $0.24 per share for the period from January 11, 2017 to March 31,2017. This is in-line with an annualized dividend of $1.08 per share. In early January 2017, former Colony Capital, Inc. (“CLNY”) and NorthStar Realty Finance
Corp. (“NRF”) stockholders received stub dividends for the days in January 2017 prior to the merger closing. NorthStar Asset Management Group, Inc. (“NSAM”) shareholders received a special dividend of $1.16 per share.
2. Based on share price as of 2/24/2017.
3. Total market capitalization based on debt balances as of 12/31/16 (excluding recourse debt repaid in connection with the merger closing and non-recourse debt on the manufactured housing portfolio currently under contract), preferred equity at liquidation preference
and equity market capitalization as of 2/24/17.
4. Represents balance sheet and third-party AUM as of 12/31/2016. Third party AUM represents capital invested alongside balance sheet, but excludes private equity and retail company interests, which are included in Investment Management AUM.
U.S. HOSPITALITYGLOBAL HEALTHCARE GLOBAL INVESTMENT
MANAGEMENT
~$5 Billion diversified portfolio4
Senior Housing, MOB, SNFs, Hospitals
~$3 Billion hotel portfolio4
Extended Stay and
Premium-Branded Select Service Hotels
GLOBAL OTHER EQUITY & DEBTU.S. INDUSTRIAL
$2 Billion light-industrial portfolio4
State-of-the-art properties –
critical “last mile” of logistics chain
~$7 Billion equity and debt portfolio4
SFR, net lease and other properties, real estate
debt and real estate-related investments
$56 Billion of AUM
inclusive of Segment AUM
Manages company-sponsored private
equity funds, retail and other vehicles
Enhances and supports
balance sheet segments
Colony NorthStar, Inc. 4
Highly experienced, cohesive team with demonstrated track record and unwavering
commitment to create shareholder value
Highly Experienced Management Team
Thomas J. Barrack, Jr. – Executive Chairman
– Executive Chairman of Colony Capital, the investment firm he founded in 1991
– Principal with the Robert M. Bass Group
David T. Hamamoto – Executive Vice Chairman
– Executive Chairman of NorthStar, the investment firm he founded in 1997
– Co-Founder and Partner of Goldman Sachs Real Estate Principal Investments (Whitehall Funds)
Richard B. Saltzman – Chief Executive Officer and President
– Chief Executive Officer, President and Director of Colony Capital, Inc. (Colony Financial, Inc. pre-April 2015) since
June 2009; joined Colony Capital as President in 2003
– Vice Chairman and Chief Operating Officer of Investment Banking and Global Head of Real Estate at Merrill Lynch
Darren J. Tangen – Executive Vice President, Chief Financial Officer
– Chief Financial Officer of Colony Capital, Inc. (Colony Financial, Inc. pre-April 2015) since June 2009; joined Colony
Capital in 2002
Mark M. Hedstrom – Executive Vice President, Chief Operating Officer
– Chief Operating Officer of Colony Capital, Inc. since April 2015; joined Colony Capital in 1993
Kevin P. Traenkle – Executive Vice President, Chief Investment Officer
– Chief Investment Officer of Colony Capital, Inc. (Colony Financial, Inc. pre-April 2015) since 2009; joined Colony Capital
in 1993
Colony NorthStar, Inc. 5
$7
$3
$4
$1
$39
$1
$1
Investment
Management
Other
Hospitality
Healthcare
Industrial
AUM Breakdown (1)
In $ billions
$15 $41Total AUM
$15 Billion(1)
Balance Sheet AUM
(at share)
Colony NorthStar Portfolio
Notes:
1. Please reference the endnotes of this presentation for a definition of AUM. AUM excludes cash, cash expected from the sale of the manufactured housing portfolio, other assets and the investment management platform.
2. SFR AUM represents CLNS cost basis of equity plus its 14% share of debt on SFR’s balance sheet as of 12/31/16.
Colony NorthStar will shift balance sheet exposure away from Other Equity & Debt
investments towards strategic property verticals
Current Real Estate Segments
Other Equity & Debt
Hospitality
Industrial
Healthcare
Capital to be
recycled into
core verticals
Balance Sheet AUM 3rd Party AUM
$2
$5
$3
$7
$39
$56
Total
Direct
Property &
Net Lease
$1.6bn
CRE Loans
$2.8bn
PE Fund
Interests &
Other
$1.2bn
SFR 2
$0.9bn
$3.9bn
$3.5bn
$1.2bn
Colony NorthStar, Inc. 6
Raises 3rd party capital in partnership with balance
sheet for core property verticals as well as distinct
tactical balance sheet-light strategies
Growing, stable fees generate diversified income
stream
Provides flexibility in accessing growth capital
throughout cycles
Entrepreneurial and opportunistic mindset balanced by
institutional best practices & risk management
Scalable fully-integrated platform
Long-term discipline and focus
Proven track record across all property types
Vast network of industry relationships
Best in-class corporate governance
Global infrastructure and deal sourcing
Benefits of Being a REIT & Investment Manager
Permanent capital vehicle
Focused property-type verticals
Large and diversified real estate portfolio
Wide access to attractively priced capital
Strong balance sheet and liquidity
Attractive yield and potential for multiple expansion
Public REIT Investment Manager
Colony NorthStar, Inc. 7
20+
Countries
invested
across the
globe since
1991
$100B+
total capital
invested
over 26
years
25+
years of
experience
managing
real estate
The Colony NorthStar Advantage
Differentiated access to public and private capital provides
attractively priced growth equity throughout the cycle
Proven capital allocation skills across property
sectors, the capital stack, and the globe1 2
22%
9%
69%
50%
11%
39%
US Real
Estate
Capital
Raised
Average All-REIT
NAV Premium-15% +15%
Private
Equity
Public
REITs
NTRs
Private
Equity Public
REITs
NTRs
Falling Asset Values
Jul ‘07 – May ‘09 Jun ‘09 – Jun ‘13
Rising Asset Values
Sources: Robert A. Stanger & Co., Inc.;
Preqin, SNL; Green Street Advisors
Sources: Robert A. Stanger & Co., Inc.;
Preqin, SNL; Green Street Advisors
Extensive network of relationships
Deep knowledge across property types
Global context and perspective
Unrivaled experience across the capital stack
Access to and relative attractiveness of public vs. private
equity is dynamic throughout the real estate cycle
Colony NorthStar, Inc. 8
BALANCE SHEET-LIGHTBALANCE SHEET-HEAVY
Longer-Term Strategic Initiatives
CORE STRATEGIC VERTICALS
MULTIPLE ASSET CLASSES
TACTICAL STRATEGIES
HOSPITALITYHEALTHCARE
NEW
VERTICAL(S)
INDUSTRIAL
3 to 5 vertically-integrated + scalable segments over long-term
Focused on real estate sectors with very favorable fundamentals
Commit significant balance sheet capital
Target third-party capital on a 2:1 ratio or greater
Focused on attractive risk adjusted total
return from investments that do not fit
into core verticals
Future investments made via "balance
sheet-light" model
Targeting third-party capital on a ~10:1
ratio or greater
Reduce exposure to Other Equity and Debt investments while focusing on three to five core
strategic real estate verticals and balance sheet-light "Tactical Strategies"
Our embedded investment management platform will allow us to scale our core segments while
providing revenue diversification
POTENTIAL STRATEGIC
VERTICALS
Colony NorthStar, Inc. 9
8
10
12
14
16
18
20
22
Strategic Transition
Colony NorthStar has a clear, actionable path to capturing significant valuation upside
Colony
NorthStar
Alternative Asset
Managers
Colony NorthStar’s Path to Multiple Expansion
Colony NorthStar’s path to a
simpler REIT structure will create
more value per dollar of cash flow
F
or
w
ar
d
-1
2
-M
o
n
th
Co
re F
F
O
M
u
lt
ip
le
REIT Peer
Average
Hybrid Peer
Average
Sources: Green Street Advisors, Bloomberg, and SNL as of February 14, 2016
Note: Alternative asset managers multiple based on Price to forward Economic Net Income. REIT and Hybrid peer multiples based on Price to forward FFO.
21.2x
18.7x
14.9x
13.7x
Acadia Prologis Brookfield WP Carey
Hybrid Peer Average:
17.1x
Lower Leverage
Simpler Structure
Better Alignment
3-5 Sector Verticals
Shift Balance Sheet Towards Strategic Property
Verticals With Strong Growth Prospects
Colony NorthStar, Inc. 10
Near-Term Priorities
Asset Sales
Successfully closed the sale of a medical office portfolio and an equity interest in the
Healthcare portfolio between December ‘16 – January ‘17
Complete sale of Manufactured Housing portfolio
Accelerate monetization of non-core assets within Other Equity & Debt segment
Synergies
More than 75% and 65% already achieved on total and cash synergies, respectively, with
balance expected to be achieved by yearend on a run-rate basis
Potential to exceed $115 million ($80 million cash) annual cost synergies target
Balance Sheet
Optimization
Simplify capital structure and upgrade credit profile
Reduce leverage through monetization of non-core assets
Extend and stagger near-term debt maturities
Fundraising
Target in excess of $2 billion of third party capital raising in 2017 through retail and
institutional channels
Simplification
Increase balance sheet exposure to core real estate verticals
Reduce balance sheet exposure to opportunistic and non-core investments
Enhanced
Coverage &
Exposure
Increase visibility with investors, research analysts and rating agencies
Develop best-in-class disclosure and reporting
1
2
3
4
5
6
Colony NorthStar, Inc. 11
Senior
Housing
40%
SNF
35%
MOB
19%
Hospital
6%
<1.0x
3%
1.0x - 1.5x
59%
>1.5x
38%Private
Pay
62%
Medicaid
29%
Medicare
9%
Platform and Strategy Overview
Diversified portfolio across senior housing facilities (operating and triple net),
medical office buildings, skilled nursing facilities and hospitals
Approximately 43% of senior housing facilities and all skilled nursing facilities
and hospitals are net leased to over 25 highly experienced third party
operators
Recently completed the sale of a 19% preferred joint venture interest in the
Company’s share of the healthcare portfolio to a top tier global financial
institution
Attractive and Scaled Portfolio
$5+ billion consolidated portfolio spread across 33 states in the U.S. and U.K.
Healthcare business is scaled with best in class acquisitions and operating
infrastructure
Manages a healthcare focused non-traded REIT with $3+ billion of AUM
Healthcare Portfolio Overview
Sub-Sector Composition 4 Revenue Mix 5 NNN Rent Coverage 2
Note: Data as of December 31, 2016 unless otherwise noted.
1. Senior housing operating metrics represents average fourth quarter 2016 occupancy.
2. Coverage reflects the ratio of EBITDAR to cash rent on a trailing 12 month basis, as of 9/30/16.
3. Consolidated NOI at 100% share, current CLNS share is approximately 71%. 2016 full-year NOI is pro forma for asset sales completed during the year.
4. Portfolio composition based on NOI for the quarter ended 12/31/2016, excluding the medical office building portfolio sold in Q4 2016.
5. Overall percentages are weighted by 9/30/16 trailing twelve month NOI exposure in each category.
Key Stats
Property Count 426
Beds / Units ~24,000
MOB Total SF (MM) 4.0
Occupancy
(Operating Facilities Only) 1
88.1%
NNN WALT (years) 9.6
NNN Rent Coverage 2 1.7x
2016A NOI 3 $326M
Approximately
43% of senior
housing facilities
are net leased
Colony NorthStar, Inc. 12
Geographic Overview (% of 2016 Property Count)
PA: 3%
KY: <1%
TX: 8%
CO: 2%
WA:
2%
GA:
5%
IL:
9%
MI:
1%
MD: <1%
NC: 2%
AL:
<1%
TN: 2%
OH:
8%
NM: <1%
AZ: <1%
MA: 2%
VA:
2%
UT: <1%
SC: <1%
OR:
7%
OK: 2%
NE: <1%
MO:
<1%
MS:
<1%
MN:
3%
KS: <1%
IN:
13%
ID:
<1%
FL:
7%
CA:
4%
AR:
1%
HI: <1%
UK:
10%
LA:
1%
Colony NorthStar, Inc. 13
Healthcare Portfolio – Select Photos
Carriage Court Senior Housing
Memphis, TN
The Durham Senior Housing
Durham, NC
Liberty Heights Senior Housing
Colorado Springs, CO
Mooresville Senior Housing
Mooresville, IN
Wakarusa SNF
Wakarusa, IN
Tuscola Senior Housing
Tuscola, IL
Colony NorthStar, Inc. 14
Industrial Portfolio Overview
Platform and Strategy Overview
Vertically integrated, industrial operating platform
Invest in U.S. light industrial properties, which are the critical and essential “last mile”
of the logistics chain and are experiencing high demand due to the e-commerce boom
Limited new supply in fragmented industry which is ripe for consolidation
Over $650 million of third party capital including over $300 million in a new evergreen
open-end fund structure and over $600 million of CLNS balance sheet equity invested
Attractive and Scaled Portfolio
$2+ billion portfolio composed of over 37 million square feet in 15 major markets
across the U.S.
Diverse tenant base with over 800 tenants and no one tenant representing more than
1% of cash rents
Staggered lease expirations with no more than 16% rolling in a given year
Tenant Type Tenant Use Diversified Tenant Base
Key Stats
Buildings 346 properties
Rentable Square Feet 37+ million
Leased 96%
2016 Same-Store Revenue
Growth
5.5%
2016A NOI 1 $135M
Note: Data as of December 31, 2016 unless otherwise noted.
1. Consolidated NOI at 100% share, CLNS share as of 12/31/16 is approximately 49%. Building count increased from 325 to 346 year-over-year.
Colony NorthStar, Inc. 15
Geographic Overview (% of 2016 NOI)
Philadelphia/
New Jersey:
10%
Denver:
3%
Atlanta:
22%
Baltimore:
1%
Phoenix:
6%
Austin:
1%
Salt Lake
City:
4%
Kansas City:
4%
St. Louis:
3%
Minneapolis:
7%
Chicago:
11%
Houston:
6%
Dallas:
17%
Orlando: 3%
Tampa: 2%
Colony NorthStar, Inc. 16
Industrial Portfolio – Select Photos
Parc 114 – Dallas, TX Commerce Center – Phoenix, AZ Meadows at Bluegrass – Atlanta, GA
Mission Park – Phoenix, AZ CrownPointe I-IV – Orlando, FL GSW & Alliance – Dallas, TX
Colony NorthStar, Inc. 17
Hospitality Portfolio Overview
Attractive Select Service Portfolio
Well-diversified across 26 states, including California (17% of 2016
EBITDA), Florida (11%) and New Jersey (7%)
95% branded with Marriott or Hilton
Well-maintained with over $200 million (~$9,000/key) in recent renovations
and capital improvements from 2014-2016 and approximately $102 million
budgeted for 2017 (~$4,600/key)
Strong Cash Flow Profile
The Portfolio is expected to continue to generate high risk-adjusted returns as
a function of its strong, stable RevPAR, market-leading positioning, high
operating margins and efficient financing
Select service hotels generate higher operating margins and have less
volatile cash flow streams relative to full-service hotels
Portfolio achieved a 35% EBITDA margin in 2016
Hotel Type 2 Brand 2 Chain Scale 2
Key Stats
Hotels 167 hotels
Keys 22,091 keys
2016 Occupancy 74%
2016 RevPAR $94
2016 EBITDA Margin 35%
2016A EBITDA 1 $284M
Q4 2016A EBITDA 1 $58M
Note: Data as of December 31, 2016 unless otherwise noted.
1. Consolidated EBITDA at 100% share, CLNS share as of 12/31/16 is approximately 94%. Fourth quarter 2016 hospitality EBITDA reflects expected seasonal trends in quarterly NOI.
2. Based on room count.
Select
Service
60%
Extended
Stay
36%
Full Service
4%
79%
16%
4% 1%
Upscale
87%
Upper
Midscale
9%
Upper
Upscale
3%
Colony NorthStar, Inc. 18
Geographic Overview (% of 2016 NOI)
NJ: 7%
NY:
5%
PA: 2%
KY: 2%
CO: 3%
GA:
4%
IL:
1%
MI:
4%
San
Francisco/
San Jose:
9%
CT: 2%
MD: 3%
NC: 4%
AL:
<1%
TN: 3%
OH:
2%
NM: <1%
AZ: 2%
NH: 4%
MA: 3%
CA:
17%
WA:
5%
FL:
11%
TX:
9%
LA:
1%
VA:
5%
ME:
<1%
*
Los Angeles/
Long Beach/
Anaheim: 5%
*
Seattle: 5%
*
Miami Airport/
South Florida:
6%
*Greater Dallas/Fort Worth:
5%
*
OK:
<1%
Colony NorthStar, Inc. 19
Hospitality Portfolio – Select Photos
Aloft – Chapel Hill, NC Courtyard – Miami, FL Residence Inn – San Jose, CA
Courtyard – West Palm Beach, FL Courtyard – Seattle, WA Hyatt House – Los Angeles, CA
Colony NorthStar, Inc. 20
Gross Net
AUM AUM
1
Investment Category Category ($ in mm) ($ in mm)
1. Colony Starwood Homes Equity: SFR $919 $388
2. Floating Rate 1st Mortgage Securitization Debt: Loan Originations 847 316
3. Private Equity Secondaries Equity: PE Fund Interests 417 417
4. Statoil Global Headquarters Equity: Net Lease 296 111
5. Multifamily Loan Portfolio Securitization Debt : Loan Acquisitions 193 94
6. Multi-Tenant Office Portfolio Equity: Direct Property 190 81
7. Swiss NNN Properties Equity: Net Lease 176 57
8. National Hotel Mezzanine Loan Debt: Loan Originations 167 167
9. Repurchased CDO Bonds Debt: CRE Securities 150 150
10. Midwest NNN Property Equity: Net Lease 124 37
Remaining Equity and Debt 3,057 2,387
Total Equity and Debt $6,536 $4,205
SFR, 14%
PE Fund Interests,
6%
Net Lease, 15%
Loan Acquisitions,
10%
CRE
Securities, 3%
Loan Originations,
32%
Direct Property,
10%
Other, 9%
Top Ten Equity & Debt Investments
Other Equity & Debt Segment
Portfolio Composition
Majority of this segment represents liquid, secure and short-duration (<1-2 years on average)
investments that are scheduled to pay off or be divested expeditiously but without
sacrificing value
1. Represents Gross AUM net of investment level debt, except for the Company’s interest in Colony Starwood Homes (SFR). Note there is no debt on the Company’s SFR position. Net AUM for SFR represents the Company’s cost basis of equity and
Gross AUM for SFR represents the Company’s cost basis of equity plus its 14% share of debt on SFR’s balance sheet as of 12/31/16.
Equity & Debt Investments
$6.5 billion AUM
Colony NorthStar, Inc. 21
Manager of public / private vehicles
Sponsor of private equity funds
Embedded broker-dealer
Sponsor of retail vehicles
Investment management segments
may include the full spectrum of real
assets (e.g. real estate, infrastructure,
energy, etc.)
$41 Billion
3rd PARTY AUM
Investment Management Segment
Target
Strategy
DebtEquity Hybrid
Distribution
Channel
Retail
(Private)
Institutional
(Private)
Public
Product
Duration
Closed-End
Funds
Open-End
Funds
Permanent
Vehicles
Vehicle
Structure
Commingled
Funds
Separate
Accounts
Public Entities
Platform CapabilitiesPlatform Overview
Scalable platform that supports growth of core property verticals and balance sheet-light
tactical strategies
Near-Term Priority
Continue to grow industrial open-end
fund, and accelerate fundraising in
new retail vehicles and private equity
funds
Colony NorthStar, Inc. 22
12/31/2016
Segment Products AUM ($bn) Description
Institutional Funds
● Credit funds
● Core plus / value-added
● Opportunistic
● Colony Industrial open-end fund
● Other special accounts and co-
investment vehicles
11.0
● 25 years of institutional investment management experience
● Sponsorship of private equity funds and vehicles earnings
asset management fees and performance fees
● More than 300 investor relationships
● $10 billion of private equity capital raised since the beginning
of 2008; $24 billion of private equity capital raised since
inception
Retail Companies
● NorthStar Income I
● NorthStar Healthcare
● NorthStar Income II
● NorthStar/RXR NY Metro Real Estate
● NorthStar Real Estate Capital Income
● NorthStar/Townsend Institutional
Real Estate Fund
6.8
● Wholly-owned broker-deal subsidiary engaged as dealer-
manager for all retail product offerings
● Over $4 billion of capital raised to date with over $5 billion
of effective products
● Manage public non-traded vehicles earning asset
management, performance, acquisition and disposition fees
Public Company ● NorthStar Realty Europe Corp. 2.0
● Manage NYSE-listed European equity REIT
● Earns base management fee with potential for incentive fees
Townsend
● Segregrated Mandates
● Commingled Funds
● Advisory Services
14.6
● 84% investment in The Townsend Group
● Manage custom portfolios and fund-of-funds primary invested
in direct real estate funds
● Source co-investments and joint ventures alongside GPs
● Fees comprised of recurring investment management
fees, recurring advisory fees, and performance fees
Pro Rata
Corporate Investments
● RXR Realty, LLC
● American Healthcare Investors
● Steelwave
● Hamburg Trust
● Other Joint Ventures
6.6
● CLNS recognizes at-share earnings from underlying pro rata
corporate investments
● 27% investment in RXR Realty, a real estate owner, developer
and investment management company with over $12 billion
of AUM
● 43% investment in American Healthcare Investors, a
healthcare investment management firm and sponsor
of non-traded vehicles with $2.5 billion of AUM
Total $41.0
Investment Management Segment (cont’d)
Colony NorthStar, Inc. 23
Initial Dividend
Capital Structure1
Capital Structure
1. Total market capitalization based on debt balances as of 12/31/16 (pro forma for the sale of the manufactured housing portfolio and excluding recourse debt repaid in connection with the merger closing), preferred equity at liquidation preference
and equity market capitalization as of 2/24/17.
2. Q1 2017 dividend will be prorated to $0.24 per share for the period from January 11, 2017 to March 31,2017. This is in-line with an annualized dividend of $1.08 per share. In early January 2017, former Colony Capital, Inc. and NorthStar
Realty Finance Corp. stockholders received stub dividends for the days in January 2017 prior to the merger closing. NorthStar Asset Management Group, Inc. shareholders received a special dividend of $1.16 per share.
3. Based on share price as of 2/24/2017.
Proactive Near-Term Debt Strategy
Completed upsize and amendment to
corporate credit facility
Extend and stagger debt maturities
Limit floating-rate debt exposure
Limited recourse debt financing (currently
7% of total capital structure)
Maintain strong relationships with banks and
other lending sources
Position CLNS for investment grade profile
$0.27 quarterly dividend per share 2 / 7.6%
Dividend Yield 3
Total Debt/Total Capitalization < 50%
Total Debt / EBITDA ±6.0x
Target Leverage
$8.5B
46%
$1.6B
9%
$1.4B
7%
$7.0B
38%
Total
Capitalization
$18.5B
Common
Equity
Preferred Equity
Recourse
Corporate Debt
Investment-Level
Non-Recourse Debt
Debt Strategy
Target
Colony NorthStar, Inc. 24
Best-in-Class Corporate Governance
Colony NorthStar has implemented best-in-class corporate governance policies,
which align the interests of the Board and management with the interests of
public REIT shareholders.
Policies Highlight Alignment with Public Shareholders
Opted out of MUTA
No Classified Board
Majority Independent Board
7% Insider Ownership
a
a
a
Majority of Voting Standard for
Election of Directors
Stockholders May Amend
Bylaws
Proxy Access
a
a
a
a
APPENDIX
Colony NorthStar, Inc. 26
Attractive Sector
Fundamentals
Strong Demand – Light Industrial properties are the critical “last mile” and an essential part of the logistics
chain
Smaller infill locations are vital for e-commerce and other tenants that require increasingly quick delivery
times
Limited New Supply – As of 12/31/16, annual deliveries of new light industrial development is ~1% of inventory
(compared to ~5% for Bulk Industrial) and is well below its peak over the past 15 years1
Long-Term,
3rd Party Capital
Alongside
Significant
Balance Sheet
Investment
Third Party Capital – Successfully launched evergreen open-end fund in Q3 2016, providing channel for
additional third-party institutional fundraising to continue growth of platform
Closed on $311 million of commitments to date in open-end fund, bringing total third party capital in the
platform to $669 million
CLNS ownership reduced to ~49% from 62%; targeting ~25% through additional fundraising over time
Significant Balance Sheet Investment – Over $618 million of balance sheet capital invested
Potential to increase balance sheet investment to $1 to 2 billion as the platform grows over time
Scalable,
Vertically
Integrated
Business
Large Market – Accounts for 63% of U.S. industrial market1
Fragmented Industry – Fragmented ownership of light industrial universe ripe for consolidation with limited
competition from institutional investors
Demonstrated Acquisition Capability – Portfolio scaled to over 37 million sf, including over 7 million sf
acquired since Colony’s initial entrance to the business
Vertically Integrated – Internally managed by Colony Industrial team
Led by Lew Friedland, who founded Colony Industrial’s predecessor and assembled the portfolio over the
past 14 years
Core Property Vertical Case Study – Colony Industrial
Source: Company filings as of 12/31/16. 1) CoStar Q4 2016 industrial data
Colony Industrial serves as the template for execution of Colony NorthStar’s strategy for
Core Strategic Real Estate Verticals
Colony NorthStar, Inc. 27
Capital
Formation
Initial Acquisition (Q4 2014)
Colony, in partnership with three institutional co-investors, acquired a $1.6
billion light industrial portfolio
$950 million of total equity commitments, including $390 million of dry powder
Current
On September 30, 2016, Colony successfully launched an open-end sector
fund, closing on $311 million of commitments from institutional investors to date
Evergreen vehicle with ability to continually raise equity with recurring
management fees
Open-end fund equity raised at NAV, which represents a premium to CLNS’s
original cost basis
Targeting ~20% CLNS ownership as platform grows through additional
fundraising
Operational
Execution
Since Initial Acquisition (Q4 2014)
CLNS is executing on its business plan, and performance is ahead of original
underwriting
Significant NOI growth since acquisition, including 14.9% year-over-year same
store growth in Q3 2016, compared to an average of 5.3% for the major public
industrial REITs1
Occupancy increased 630 basis points from 89.4% in Q4 2014 to 95.7% in
Q4 2016
Over 350 signed leases (new and renewal) totaling over 10.5 million sf
Portfolio size increased to over 37mm sf as of Q4 2016, an increase of 6+
million sf (7+ million sf of acquisitions and 1+ million sf of dispositions to date)
Terming out floating-rate acquisition debt with attractive, long term fixed-rate
debt
Core Property Vertical Case Study – Colony Industrial (Cont.)
Colony NorthStar has executed on its operational business plan while raising long-term capital alongside
its balance sheet investment
62% 49%
20%
38% 51%
80%
Q4 2016 Future
CLNS 3rd Party Capital
At Acquisition
Platform Ownership
$358
$669
At Acquisition Q4 2016
Third Party Capital ($mm)
89.4%
95.7%
At Acquisition Q4 2016
Occupancy
$94
$106
2015 2016
Same Store NOI ($mm)
Source: Company filings as of 12/31/16. 1) Includes PLD, EGP, DCT, FR and PSB. Weighted average based on average total assets over comparison period.
Colony NorthStar, Inc. 28
Core Property Vertical Case Study – Colony
Starwood Homes
Colony Starwood Homes is the successful culmination of building a platform/vertical from the “ground up”
including capital formation, management team recruitment and property aggregation
Thesis
Colony American Homes (“CAH”) launched in March 2012
Generational mispricing opportunity – Historic housing price decline following Global Financial Crisis; homes
priced at significant discount to replacement cost
Highly fragmented sector – 16+ million single family homes for rent with <1% institutional ownership
Strong fundamentals – Demographic / economic conditions encouraging increased rentership; limited new
supply
Successful
Capital Formation
Successful Capital Formation – $550 million of balance sheet (Colony Financial, Inc.) committed at the time
alongside $1.7 billion of new limited partner capital - ~3:1 third party to balance sheet ratio
Quick Execution – Final closing occurred in May 2013, which was approximately one year from initial capital
raise launch
Evolution
Ground-up Operations – Built a vertically-integrated platform from the “ground up”, including acquisitions,
construction management, leasing, property management and IT with experienced management team in place
SFR Lending Platform – Created Colony American Finance, a lending platform that provides loans to single
family home for rent investors
Scaled Portfolio – Scaled portfolio to over 19,000 homes owned and managed prior to merging with SWAY
Merger with SWAY – Merged CAH with SWAY and internalized SWAY’s external manager in January 2016,
forming a combined company with $7.7 billion of asset value and over 30,000 homes
Colony NorthStar, Inc. 29
Core Property Vertical Case Study – Colony
Starwood Homes (Cont.)
Through Colony’s stewardship, Colony Starwood Homes is now a leading independent publicly traded REIT
(NYSE: SFR) focused on single family homes for rent with over 35,000 homes
Structure &
Consideration
Merger closing date: January 2016
Consideration: 100% stock-for-stock
transaction / fixed exchange ratio in an NAV-
to-NAV merger
Pro Forma
Ownership
Pro forma ownership: 59% legacy Colony
investors / 41% legacy SWAY
Colony NorthStar ownership: 14% of SFR
Management
& Board
Management: Significant legacy Colony
representation on Board and within
management
Co-Chairman: Thomas J. Barrack Jr.
CEO: Fred Tuomi
CFO: Arik Prawer
Synergies
Achieved all of targeted merger synergies
by June 2016 on run-rate basis, ahead
of expectations
SFR Trading
43% increase since announcement of merger
in September 2015, significantly closing the
gap between NAV and trading price
CAH/SWAY Merger Highlights
$15.00
$20.00
$25.00
$30.00
$35.00
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Colony NorthStar, Inc. 30
Notes:
1. Pro forma for asset monetizations which include the following: a portfolio of senior housing assets sold during the first quarter 2016; a portfolio of medical office buildings sold during the fourth quarter 2016; the net lease industrial portfolio
sold during the third quarter 2016; 10 multifamily properties sold throughout 2016; and a net lease office building which the related mortgage matured in October 2015 and the property was conveyed back to the lender in 2016.
2. Certain other revenue earned is not included as part of NOI, including collateral management fees for administrative services in our N-Star CDOs, that are not part of our real estate segment.
3. Primarily represents interest income earned from notes receivable on manufactured homes and loans in our healthcare portfolio.
4. Includes an adjustment related to our interest in an unconsolidated joint venture in a net lease and multifamily property.
5. Primarily includes amortization of straight-line rental income, amortization of above/below market leases and non-recurring bad debt.
6. We consider NOI for hotels to be a proxy for earnings before interest, tax, depreciation and amortization (EBITDA).
7. Represents the net income (loss) of our remaining segments to reconcile to total net income (loss).
NOI Reconciliation – Healthcare & Hotels (Historical NRF)
($ in thousands) Healthcare Hotel
Other
Real Estate
Asset
Monetizations (1)
Total
Real Estate
Property and other revenues:
Rental and escalation income 291,727$ 55$ 254,649$ 132,478$ 678,909$
Hotel related income - 826,147 - - 826,147
Resident fee income 293,006 - - - 293,006
Other revenue (2) 1,768 1,005 8,344 821 11,938
Total property and other revenues 586,501 827,207 262,993 133,299 1,810,000
Real estate properties - operating expenses (256,101) (542,049) (97,870) (39,682) (935,702)
Interest income (3) 5,687 22 5,576 5 11,290
Equity in earnings (4) - - 842 - 842
Amortization and other items (5) (10,563) (965) (365) (4,979) (16,872)
NOI (6) 325,523$ 284,215$ 171,176$ 88,643$ 869,558$
($ in thousands) Total
NOI 869,558$ -
Adjustments:
Straight-line rental revenue and amortization of
above/below-market leases 20,768
Interest expense - mortgage and corporate borrowings (426,715)
Other expenses (21,565)
Depreciation and amortization (337,178)
Unrealized loss on investments and other (67,124)
Realized gains on investments and other 66,629
Equity in earnings of unconsolidated ventures 123,796
Impairment losses (79,869)
Income tax expense (13,303)
Other items (4,396)
Net income - Real estate segment 130,601
Remaining Segments (7) (353,317)
Net loss (222,716)$
Colony NorthStar, Inc. 31
NOI Reconciliation – Industrial (Historical CLNY)
($ in thousands) Industrial
Property operating income 194,670$
Other income 1,685
Straight-line rent revenue and amortization of acquired above- and below-market lease intangibles, net (3,798)
Total income 192,557
Property operating expenses (57,797) (1)
NOI 134,760$
($ in thousands) Total
NOI 134,760$
Adjustments:
Interest income 2
Straight-line rent revenue and amortization of acquired above- and below-market lease intangibles, net 3,798
Transaction expenses (921)
Investment and servicing expenses (167)
Interest expense (44,834)
Depreciation and amortization (88,854)
Impairment loss (407)
Compensation expense (5,983) (1)
Administrative expenses (2,699)
Gain on sale of real estate, net 2,888
Income tax expense (586)
Industrial net loss (3,003)$
Net income (loss) of other reporting segments:
Single Family Residential Rentals (9,722)
Other Real Estate Equity 131,397
Real Estate Debt 305,994
Investment Management 21,287
Amounts Not Allocated to Segments (155,227)
Net income 290,726$
Note:
1. Property operating expenses include, and compensation expense adjustment excludes, $1.9 million of compensation expense related to property operations.
Colony NorthStar, Inc. 32
Presentation Endnotes
Assets Under Management (“AUM”):
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 December 31, 2016, proforma for NRF
asset monetizations, while legacy NRF real estate assets are based on preliminary merger purchase price accounting figures and for
retail companies and NorthStar Realty Europe presented as of February 24, 2017. AUM further includes a) uncalled capital
commitments and b) for corporate investments in affiliates with asset and investment management functions, includes the Company’s
pro-rata share assets of each affiliate as presented and calculated by the affiliate. Affiliates include RXR Realty LLC, SteelWave, LLC,
American Healthcare Investors and Hamburg Trust. The Company's calculations of AUM may differ materially from the calculations of
other asset managers, and as a result, this measure may not be comparable to similar measures presented by other asset managers.