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NorthStar Realty Finance Corp (NYSE:NRF)

Q3 2013 Earnings Conference Call

November 1, 2013 10:00 am ET

Executives

Albert Tylis - President

David Hamamoto - Chairman & CEO

Dan Gilbert - Chief Investment and Operating Officer

Debra Hess - CFO

Ron Lieberman - EVP and General Counsel

Analysts

Steve DeLaney - JMP Securities

Stephen Laws - Deutsche Bank

Daniel Altscher - FBR

Bose George - KBW

Matthew Howlett - UBS

Operator

Good day, ladies and gentlemen, and thank you for standing by. Welcome to the NorthStar Realty Finance Corp’s Third Quarter 2013 Conference Call. During today’s presentation, all participants will be in a listen-only mode. Following the presentation, the conference will be opened for questions. (Operator Instructions) This conference is being recorded today, Friday, November 1, 2013.

I’d now like to turn the call over to Mr. Al Tylis, President of NorthStar Realty Finance Corp. Please go ahead, sir.

Albert Tylis

Thank you very much. Welcome to NorthStar's third quarter 2013 earnings conference call. Before the call begins, I would like to remind everyone that certain statements made in the course of this call are not based on historical information and may constitute forward-looking statements.

These statements are based on management's current expectations and beliefs, and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

I refer you to the company's filings made with the SEC for a more detailed discussion of the risks and factors that could cause actual results to differ materially from those expressed or implied in any forward-looking statements made today. The company undertakes no duty to update any forward-looking statements that may be made in the course of this call.

Additionally, certain non-GAAP financial measures will be discussed on this conference call. Our presentation of this information is not intended to be considered in isolation or as a substitute for the financial information presented in accordance with GAAP. Reconciliations of these non-GAAP financial measures to the most comparable measures prepared in accordance with Generally Accepted Accounting Principles can be accessed through our filings with the SEC at www.sec.gov.

With that, I am now going to turn the call over to our Chairman and Chief Executive Officer, David Hamamoto. David?

David Hamamoto

Thanks, Al, and good morning everyone.

In addition to Al, I’m joined today by Dan Gilbert, our Chief Investment and Operating Officer, Debra Hess, our CFO and Ron Lieberman, our EVP and General Counsel.

I would like to first spend a few minutes talking about the economy and our perspective on what’s happening in commercial real estate. Overall, the U.S. economic data continues to support modest GDP growth. However, the recent government shutdown and ongoing uncertainty around the debt feeling have put increased pressure on the slow economic recovery.

The federal reserves decision to delay the tapering of stimulus in an effort to strengthen the U.S. economy has limited at least for the moment further increases in interest rates with a 10-year treasury currently at 2.5% down from approximately 3% a couple of months ago. Within commercial real estate operating fundamentals generally continued to strengthen and there is still limited supply growth in most markets although lately we have seen some signs of increased construction activity.

Additionally, liquidity continues to improve in the commercial real estate capital market. Spreads have been tightening and increased capital flows have become evident. New issuance, investment volume for non-agent CMBS has grown to $57 billion through the first nine months of the year. And full year 2013 projections are currently estimated at about $75 billion to $80 billion compared with $45 billion during 2012.

For NorthStar, we continue to successfully executive on our overall business strategy. We’re utilizing our established commercial real estate platform, make accretive investments across a broad spectrum of commercial real estate assets. We’re also continuing to steadily grow our asset management business.

As we mentioned before, NorthStar as the advantage of being flexible and can rotate capital strategically into the most compelling commercial real estate opportunity currently available in the market.

During 2013, we have funded approximately $3.7 billion of investments including investments on behalf of our non-traded REIT. During the third quarter of 2013, we deconsolidated 5 of our CDO including four of our loan CDO and one CMBS CDO. These deconsolidations are important for a number of reasons, including providing greater financial transparency into NorthStar.

While Debra will provide greater detail regarding the deconsolidation, we strongly believe that as a result of this action, the investment community will be able to more clearly see and understand the underlying value of our diversified commercial real estate business.

We recently announced our ninth consecutive quarterly increase to our common stock dividend representing a 110% increase since we began increasing our dividend in November of 2011. I would like to highlight that this recent dividend of $0.21 a share represents 75% payout ratio based on our third quarter CAD of $0.28 per share. As we commented in the past, the fact that NorthStar has been able to continue increasing its dividend while directionally decreasing its payout ratio, it was a significant testament to the strength of our business and our cash flow. Importantly this payout ratio remains at levels more consistent with traditional property REIT which trade at significantly lower dividend yields in finance REIT.

Going forward, we will continue to see [indiscernible] balanced dividend distribution with retaining cash flow to deploy in accretive investment opportunities.

Our asset management business continues to be a significant driver of growth and strategic focus. And we expect that NorthStar will benefit from the very high multiples that the public market ascribes to asset managers, whether those higher multiples are ultimately ascribed to directly to NorthStar or a standalone asset management business. We are in line with shareholders and intend to continue creating value for shareholders through this business.

Capital raising case for NorthStar Healthcare Income, our second non-traded REIT. As recently accelerated to over $2 million per day additionally our third non-traded REIT NorthStar Real Estate Income II continues to sign selling agreements with financial advisory firm and now has more than 47,000 registered rep including top selling firms from NorthStar Income.

We anticipate the capital raising case for NorthStar Healthcare Income and NorthStar Real Estate Income II to significantly pick-up momentum during the fourth quarter of 2013 and continue to accelerate into next year. We continue to expect our capital raising in 2014 to exceed our capital raising in 2013. And the increased momentum and signing selling agreements in our second and third non-traded REIT thus far give a strong conviction in that forecast.

Looking ahead to 2014, we expect to have well over $2 billion of total equity under management for this business which would translate into over $60 million of run rate annual net fee. We have also recently entered into a term sheet for a strategic $300 million debt and equity investment into one of the premier private real estate companies in the New York Tri-State area.

Given confidentiality agreements, we have not yet disclosed additional details. However, I’m confident that this company which primarily owns Class A office buildings in the New York area through managed capital raised from institutional investors would likely be familiar to any institutional investors.

Our investment would provide us with a substantial interest in very high quality assets of New York City and bolster our asset management business through the significant fees that this company earns. We believe that there are considerable strategic benefits to this transaction and expect to immediately begin working together on raising capital through our distribution network focus on the New York City market.

I would like to now turn the call over to Al, who will further discuss our business strategy and objectives. Al?

Albert Tylis

Thanks David.

During the third quarter, we funded $1.1 billion of investments including $722 million of invested equity. Our 2013, investments are projected to generate a weighted average return on equity of greater than 17%. Additionally during the third quarter, on behalf of our sponsor non-traded REIT, we made $250 million of investment.

Among our third quarter investments, was second acquisition of limited partnership interest in real estate private equity funds with an aggregate reported net asset value of approximately $925 million as of September 30, 2012.

We are extremely pleased with the performance of both of our private equity deals, which continue to outperform our initial expectations both from the standpoint of the amount and the timing of distribution.

We are also in different stages of reviewing four new transactions for the cumulative NAV of approximately $600 million. In addition to these potential transactions we are in discussions with other advisors and owners of a substantial amount of the fund interest by providing the customized solutions that many of these owners seek.

While there is no assurance that we will ultimately close on any or all of these fund interest, the transaction flow and the powerful impact that we have made in the real estate secondary space is very much evident.

In addition, given what we believe is the magnitude of the investment opportunity, we continue to explore the possibility of growing our asset management business by bringing institutional capital to invest in these types of transactions and enhancing our returns through earning management and other fees.

Our pipeline is also strong in the manufacture housing space. We have recently executed a term-sheet for an approximately $400 million manufacture housing portfolio which if closed will bring our total manufactured housing portfolio to approximately $1.6 billion. And while recent media reports with some private equity firms entering the manufacture housing space are indeed accurate. The industry remains fragmented and exhibit many of the other key elements that we like to see in commercial real estate assets. Namely strong and durable cash flows, high margins, low turnover rates and low CapEx.

We also remain active on the loan origination front completing $1.1 billion of loan originations for us and our non-traded REIT year-to-date. As we have discussed in the past, we continue to expect long-term from selling opportunities originating floating rate loans from several standpoint.

First, the overall magnitude of commercial real estate loans coming due in the next several years with some estimates in excess of $2 trillion; second, being possibly exposed to inevitable increases in short-term interest rates; third, the continued improvement in the securitization market for loans is evidenced by the recent $532 million securitization completed by our non-traded REIT.

We have an experienced and proven origination platform for the strong market reputation that has been tested through incredibly difficult market and we expect that same origination platform to prosper as the overall lending opportunity continues to grow over the coming years.

Evidence of our true origination platform can customize financing solutions, is that 83% of the loans closed that interrupt by loan balance during the third quarter were with repeat borrowers. Overall, we continued to realize significant progress in building a more diversified and less cyclical business.

Between unlocking substantial value in our asset management business and our compelling and differentiated investment pipeline, we are enthusiastic about the long-term value that we are creating for shareholders.

Like to now turn the call over to Debra, who will review our financial results for the third quarter 2013 and provide additional information regarding the recent deconsolidation of certain of our CDOs. Debra?

Debra Hess

Thanks Al, and good morning everyone.

As you saw in this morning’s press release, we reported CAD for the third quarter of 2013 of $65 million or $0.28 per share compared to $57 million or $0.27 per share in the prior quarter.

As we have discussed in prior quarters, we believe CAD is a very good indicator of our operating performance and it’s an important factor when evaluating our dividend. The purposes of CAD, we back out non-cash items such as amortization and loan loss reserve, while also adjusting and backing out realized gains.

As David mentioned earlier, we were able to deconsolidate five CDOs in this quarter. For our debt CDOs, CDO IV, VI and VIII and CapLease, we delegated certain collateral manager rights for third party collateral manager.

CDO VII, a security CDO was deconsolidated in the third quarter and liquidated subsequent to quarter end. As part of the deconsolidation, we removed $1.8 billion of assets and $1.4 billion of liabilities from our balance sheet. For these CDOs, we recorded CDO bonds that we repurchased at discount that we now have as an investment as well as our CDO equity at fair value.

We also recorded on our balance sheet, other assets and liabilities that were previously eliminated in consolidation. As a result of deconsolidation, we reported a non-cash loss of $256 million which is primarily attributable to the reversal of prior unrealized gain from one we elected to fair value option and marked CDO liabilities to market.

As we continue to wind down our legacy portfolio, our CDO business continues to be a less meaningful component of our overall business and our cash flows. The deconsolidation of our CDOs is positive in so many ways. First, improved transparency and reduces complexity.

We are confident that the increased transparency and reduced complexity will benefit existing shareholders and will make our company more attractive and accessible for new shareholders.

Second, we can now present our own CDO bonds that we repurchase at discount to par as an investment in our balance sheet. We will no longer be grossing up assets and liabilities of deconsolidated CDO. Third, the deconsolidation has no impact to CAD and in fact, the deconsolidation will make the CAD computation simpler. We can now reconcile CAD to net income and get to virtually the same numbers before.

Going forward, our own CDO bonds and deconsolidated CDOs will now be reported as income in our consolidated income statement by accreting each bond on an effective yield basis to expected recovery and maturity. As a result they were no longer be an adjustment for the discount for CAD. We will, however, continue to adjust CAD for CDO bonds owned in consolidated CDOs using the same methodology.

We will also adjust CAD for CDO equity such as only the cash distributions received are reflected in CAD which may not necessarily be the same as the income recognized in the given quarter.

Lastly, the deconsolidation simplifies reporting of both GAAP and adjusted book value. GAAP book value for deconsolidated CDOs reflects the fair value of our CDO equity which we derive by discounting our affected future cash flows at an 18% to 20% discount rate. A discount rate that we believe is quite fair given the nature and the performance of these assets.

In fact, these cash flows also assume zero recovery of $177 million of cumulative previously reported loan loss reserve. And interesting is in this particular quarter, we reserved out $11 million of loan loss reserves in the third quarter primarily due to the expected imminent repayment of a loan at par that had a $10 million loan loss reserve associated with it.

For adjusted book value, we applied the same methodology for the CDO equity even if the CDO continues to be consolidated. We now will have two adjustments going forward. The first one, depreciation, pretty simple, the second one, it has to do with the fair value of our CDO equity. We will record the fair value of the CDO equity on our adjusted book value as it had been deconsolidated. The result is as we continue and hope to deconsolidate other CDOs in the future there would be no going forward impact for adjusted book value.

Further, we have not attributed any fair value to our securities CDOs in our adjusted book value. Given these substantial benefits to the company and the overall winding down of our legacy portfolio, we are hopeful we will be able to deconsolidate more CDOs in the coming quarter and any further impact of deconsolidation should already be reflected.

While we certainly hope that the simpler adjusted book value calculation is helpful for investors, it is important to that note that book value and adjusted book value do not give any credit important proportions associated with NorthStar namely any value associated with our asset management business, any value associated with our wholly-owned broker dealer, any upside in our PE fund investments and any potential appreciation above our original cost for our $2.6 billion owned real estate portfolio.

So with that I would now like to turn it back to the operator for questions. Operator?

Question-and-Answer Session

Operator

Thank you. (Operator Instructions)

And our first question comes from the line of Steve DeLaney with JMP Securities. Please go ahead.

Steve DeLaney - JMP Securities

Thank you. Congratulations everybody on another busy quarter and it looks like fourth quarter will be very similar. David, if I could start with you, I know on these transactions that are discussions you can’t say a lot specifically. But, just for clarity on the New York office opportunity, I wasn’t clear whether you were looking to make an investment, a corporate type investment in existing company or possibly to create a new opportunity fund with this strategic partner. Could you help get me on the right page there?

David Hamamoto

Yes. Steven, as you said, as I said in the script we're bound by confidentially, so it's got to be limited in terms of the detail that give you. But, yes, it will be a corporate investment into a premier New York City real estate operating company. And the strategic transaction for both of us there it will leverage half of each other yield flow expertise and capital raising capabilities. And we believe that one plus one will be three in this instance. And we continue to be very bullish on the overall New York City market and having this expertise we think positions us very well to be a bigger player here.

Albert Tylis

And I think the other thing is Steve is, the company is in place it owns, to the amount of Class A assets in and around the New York area and has already generating fee revenue as well. So it’s not that we were forming a new ventures, its investing into this platform that exist today.

Steve DeLaney - JMP Securities

Excellent. Yes. I appreciate that clarity because if it was a new fund obviously, that could be exciting if that involves raising the fund and then deploying. But it sounds like you are going to put dollars to work that you will have an immediate return on?

David Hamamoto

Yes. And it is the company that has both assets as well as operating fee business which again fits in strategically with the asset management platform that I thought we continued to build and believe we will have long term significant value for shareholders.

Steve DeLaney - JMP Securities

Great. Thank you, David. And Al, just you commented on the opportunities – additional opportunities in real estate private equity. Obviously, every deal is different, I just was curious if you – as you look at those and try to run a short pencil on them, do you think the opportunities in the future will be comparable to teachers in New Jersey or have you seen any sort of just a remediation in the pricing or structures from other people coming into the space?

Albert Tylis

I think so far Steven, given the impact we have had, number of these conversations are proprietary and the people that are coming to us directly whether through advisors, whether they seen us and seen these transactions. And so these one-off negotiations, I think they are – if we don’t Steve the level of competition certainly at this point and I think the overall returns that we expect on these deals to extent. And then again, as you point out they are all unique and they are different in the structures, some look similar to what we have done, someone might look a little different, I think the returns are generally consistent with the returns we expect on the first two deals.

Steve DeLaney - JMP Securities

Great. Okay. Well, thank you all for the comments. Appreciate it.

Operator

Thank you. Our next question comes from the line of Stephen Laws of Deutsche Bank. Please go ahead.

Stephen Laws - Deutsche Bank

Good morning. Thanks for taking my call and congratulation on a nice quarter. Can you maybe, I missed a small portion of the call and you may have reviewed it with regards to the investment capacity and liquidity. But, if we think about future growth from here -- next year, can you add a little color on how much growth do you think, you’ll achieve through co-investments or partners. And then how you’ll go about raising capital in the future targeted mix in your capital structure between equity and debt maybe or otherwise you’ll think about growing the portfolio?

David Hamamoto

Yes, Stephen. Yes, obviously it's always a balance and it depends on what market conditions are for various financing opportunities. But as Al said we’ve got – we’ve had a lot of reverse enquiry from institutional investors about partnering with us in the private equity space. And we think that could be a good fee generator for our asset management business given our expertise and premier position in the state. We obviously continued to have capital in our non-traded REIT, which we need to deploy as well as balance sheet capital and I think, we’ll just continue to figure out where the best -- what the best funding mechanism is to fund the robust pipeline of deals that we continue to see.

Stephen Laws - Deutsche Bank

Great. On the asset management business, I know you closed on one, I believe that you intend to put about 50% leverage on that, what is the investment pays there as far as it’s ramping that up and when we think about fee streams from that, can you remind me the fees, is that going to be off gross assets there or is it off the net equity investment?

Albert Tylis

Hey, Stephen. We were merely fully invested in that fund, we proceed some recent payoffs so we’ve got a little bit of capital to deploy. But generally the way the fees work is that we get one point origination fee on loans and then we get an ongoing one in a quarter point as that management fee on assets that was 50% leverage or essentially earning 2.5 points per year running on every dollar of equity that we raised.

And then typically when loans payoff borrowers pay – disposition fee or an exit fee and we’re entitled for that as well. So on a blended basis, we look that as little bit north of three points per year on an ongoing basis, net fees to us for every dollar for capital that was raised.

Stephen Laws - Deutsche Bank

Great. And the velocity there -- transactions of the average life, is that about two to three years there for the average investment?

Albert Tylis

Yes. That’s right.

Stephen Laws - Deutsche Bank

Great, okay. Thanks a lot for taking my questions.

David Hamamoto

Thank you.

Operator

Thank you. Our next question comes from the line of Dan Altscher with FBR. Please go ahead.

Daniel Altscher - FBR

Thanks and good quarter. Question kind of following up on what Stephen was asking in terms of financing, I guess liquidity, can you just remind us that how much availability you might have on the revolver for instance or maybe distributions coming from the private equity investments or other maybe securitization opportunities that could be sources of capital that we may not be thinking about beyond existing on balance sheet cash?

Albert Tylis

I think there was couple of things to know. We in our existing cash balance you’ll note the loans that we originated this quarter were not financed. So there is capacity there to leverage those loans or current capacity on our credit facility is just over $300 million. Additionally, we have about $200 million in our non-traded REIT right now. We’re seeing substantial distributions in our private equity funds we’ve already seen over $50 million of distributions in the fourth quarter from the New Jersey transaction and then as David mentioned and we touched on the call. There is no shortage of people that would like to partner with us on some of these private equity deals.

So, in terms of the overall capacity, we have between cash on hand, the credit facilities our non-traded REITs that have cash now and are continuing to ramp up as well as partners. There is a sizable amount of capital available, take advantage of this interesting opportunity.

Daniel Altscher - FBR

Great. Maybe a question for Debra, on the CDO bonds and equity that was now been deconsolidated, understand we’re going to -- I guess see that now flow through, I guess the regular GAAP income statement there. Can you maybe give us a sense as to type of the yield, do you think your earning on those bonds and the equity that we can think about for modeling purposes there?

Debra Hess

On the CDO bonds that roughly 20% a little bit over and then on the CDO equity its increasing discount rates of 18% to 20%.

Daniel Altscher - FBR

Got it. Okay, great. And just one other question if I may, and thinking about acceleration of non-traded REITs capital raising efforts there, which sounds like it’s clearly happening, any thoughts about maybe a potential new product as we go into 2014 as it sounds like Healthcare Income and Real Estate Income II like are going to sell pretty fast or is it just like let’s get these done with and then let’s think about a new product then once authority close?

David Hamamoto

Yes, I think we’re in the early stages on a couple of new ideas probably preliminary to mention them. But I think we certainly feel that there is capacity in our broker dealer to be selling more than two products at the same time. We could easily see a couple of more new products added and I would anticipate that sometime in the next quarter or two, we will be announcing a new product.

Daniel Altscher - FBR

Great. Thanks so much.

Operator

(Operator Instructions) Our next question comes from the line of Bose George with KBW. Please go ahead.

Bose George - KBW

Hey, good morning. Just sticking with the non-traded REITs, do you think you can get to sort of the $2 million a day run rate by the end of the year, early next year for the NorthStar Real Estate Income Fund II?

Albert Tylis

I think Bose, we would definitely expect to be at or above that level early next year.

Bose George - KBW

Okay. Great. And then just, if you’re going back to the earlier comments you’d mentioned about the investments in [ph] senior property manager, can you just be clear the manager generates revenues both from investing in real estate and from property management, is that right?

David Hamamoto

Yes, its asset and it’s a full service real estate company. So it’s not just property management and really investing developing multi disciplinary service business with an high quality institutional asset in the New York City and Tri-State area.

Bose George - KBW

Okay, great. And the amount you said would be investing its $300 million in the combination of debt and equity?

David Hamamoto

Yes.

Bose George - KBW

Okay. Great. Thanks a lot.

Operator

Thank you. And our next question comes from the line of Matthew Howlett with UBS. Please go ahead.

Matthew Howlett – UBS

Thanks for taking my question guys. Just a little more color on the multifamily acquisition, I know it wasn’t that big but the financing rate looked pretty attractive, I know that portfolio continues to grow sort of under the radar?

Albert Tylis

Yes, Matt. I think -- as part of the theme where we could take advantage of very inexpensive long-term fix rate and leverage that into kind of that mid teens area, that certainly continues to be attractive although albeit we do it selectively, I think where you see that really come into play more is in the manufacturing housing space. And clearly a less competitive market more fragmented I think we see more opportunities there and as I mentioned the $400 million deal that we’re working on that kind of the dynamic there, we would walk in with still historically long-term. So certainly well a long-term rates you lock that in and you generated double-digit current yield on a very stable growing cash flow that doesn’t require a lot of capital.

I think in the manufacture housing space when we do a deal, I mentioned would be up to $1.6 billion of assets there and I think that’s kind of where you see that dynamic playing out the most for us.

Matthew Howlett – UBS

Do you guys still serve focusing on some of the Southeast part, recently you guys are tend to be in the Southeast or the West, is that still the case, that’s where you find the best opportunities in those underserved markets?

David Hamamoto

Yes. I think in that market as Al said, I think it’s more opportunistic. And there has been most of our acquisitions have been in the Southeast. But I think to the extent there wasn’t opportunistic acquisition in another market with similar cash flow characteristics, we would pursue them.

Matthew Howlett – UBS

Great. And you mentioned the private equity spend some capital raised recently and the private equity started to look at this and I mean that if you see that just sort of temporary phenomenon or will it sort of back out or is that something that you think would changes the economics over time in terms of your double-digit type returns that you seen to be getting?

Albert Tylis

Matt, are you referring to the distributions I alluded to from the private equity deals or?

Matthew Howlett – UBS

Yes.

Albert Tylis

Well, I mean --

Matthew Howlett – UBS

You mentioned that there has been some private equity that -- can private equity -- has gone in and sort of competed for that space?

Albert Tylis

Yes, yes, I know that we stem in, yes. There has been a couple of well known private equity firms that have been looking at the space and I think you will look at nothing else it’s a validation of the business and we hopefully assume $1.6 billion of assets that we own as these private equity firms are just starting out. But I do think the stage remains sufficiently fragmented and there are substantial opportunities even with added players in the space.

Matthew Howlett – UBS

Got you. And then the last point, thanks, obviously you cleaning up the balance sheet, I think its just becoming one of the much more simpler story to understand but on the security CDOs to ones, N-Star 1 to N-Star nine, what’s, is that just, I know you’ve significant reserve against that. That’s just part of just looking for best execution to collapse those or is there something else that have to be negotiated just of clean those up and get those up the balance sheet or deconsolidate it?

David Hamamoto

Yes, I mean there are some that, it’s really just best execution, there are others that are out of our control in terms of -- if they are liquidated. So but we – our focus is to get all of our CDOs off the balance sheet sooner rather than later. And I think you will see some activity on that front in the fourth quarter and hopefully would be able to deconsolidate the CDOs again sooner rather than later.

Matthew Howlett – UBS

Great. Great, thanks guys.

David Hamamoto

Thanks Matt.

Operator

Thank you. And I’m showing no further questions in the queue at this time. Ladies and gentlemen, this does conclude our conference for today. If you would like to listen to a replay of today’s conference, please dial 303-590-3030 or 1800-406-7325 with access code 4646125. Thank you for your participation. You may now disconnect.

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