Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 06, 2014 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'NORTHSTAR ASSET MANAGEMENT GROUP INC. | ' |
Entity Central Index Key | '0001597503 | ' |
Entity Current Reporting Status | 'Yes | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Share Outstanding | ' | 188,634,329 |
Amendment Flag | 'false | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Combined_Consolidated_Balance_
Combined Consolidated Balance Sheet (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Assets | ' | ' | |
Cash | $105,019 | $7,537 | |
Restricted cash | 3,132 | 0 | |
Receivables, related parties | 77,973 | [1] | 23,187 |
Investment in unconsolidated ventures | 3,926 | 0 | |
Other assets | 12,065 | [2] | 985 |
Total assets | 202,115 | 31,709 | |
Liabilities | ' | ' | |
Accounts payable and accrued expenses | 34,060 | 3,341 | |
Total liabilities | 34,060 | 3,341 | |
Commitments and contingencies | ' | ' | |
Equity | ' | ' | |
Preferred stock, $0.01 par value, 100,000,000 shares authorized, no shares issued and outstanding as of September 30, 2014 and December 31, 2013 | 0 | 0 | |
Common stock, $0.01 par value, 1,000,000,000 and 3,000 shares authorized, 188,634,329 and 1,000 shares issued and outstanding as of September 30, 2014 and December 31, 2013, respectively | 1,886 | 0 | |
Additional paid-in capital | 255,107 | 105,498 | |
Retained earnings (accumulated deficit) | -88,938 | -77,130 | |
Total equity | 168,055 | 28,368 | |
Total liabilities and equity | $202,115 | $31,709 | |
[1] | Subsequent to September 30, 2014, the Company received $39.4 million from NorthStar Realty and $15.7 million from the Sponsored Companies. | ||
[2] | Represents fixed assets, tenant improvements and deposits related to leased offices that were transferred to the Company at the time of the spin-off on June 30, 2014. |
Combined_Consolidated_Balance_1
Combined Consolidated Balance Sheet Combined Balance Sheet (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 1,000,000,000 | 3,000 |
Common stock, shares issued | 188,634,329 | 1,000 |
Common stock, shares outstanding | 188,634,329 | 1,000 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Combined_Consolidated_Statemen
Combined Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||||
Revenues | ' | ' | ' | ' | ||||
Asset management and other fees, related parties | $56,521 | [1] | $6,782 | [1] | $78,300 | [1] | $17,077 | [1] |
Selling commission and dealer manager fees, related parties | 27,149 | 1,639 | 61,010 | 51,214 | ||||
Other income | 318 | 432 | 699 | 708 | ||||
Total revenues | 83,988 | 8,853 | 140,009 | 68,999 | ||||
Expenses | ' | ' | ' | ' | ||||
Commission expense (refer to Note 3) | 25,691 | 1,629 | 57,389 | 46,504 | ||||
Transaction costs | 0 | 0 | 24,476 | 0 | ||||
Other expense | 747 | 27 | 793 | 81 | ||||
General and administrative expenses | ' | ' | ' | ' | ||||
Salaries and related expense | 9,670 | 3,424 | 21,994 | 15,794 | ||||
Equity-based compensation expense | 16,541 | 1,006 | 30,286 | 4,513 | ||||
Other general and administrative expenses | 6,508 | 1,149 | 10,792 | 4,966 | ||||
Total general and administrative expenses | 32,719 | 5,579 | 63,072 | 25,273 | ||||
Total expenses | 59,157 | 7,235 | 145,730 | 71,858 | ||||
Income (loss) before income taxes | 24,831 | 1,618 | -5,721 | -2,859 | ||||
Income tax (expense) benefit | -6,087 | 0 | -6,087 | 0 | ||||
Net income (loss) | $18,744 | $1,618 | ($11,808) | ($2,859) | ||||
Earnings per share: | ' | ' | ' | ' | ||||
Net income (loss) per Basic (usd per share) | $0.10 | $0.01 | ($0.06) | ($0.02) | ||||
Net income (loss) per Dilutive (usd per share) | $0.10 | $0.01 | ($0.06) | ($0.02) | ||||
Weighted average number of shares: | ' | ' | ' | ' | ||||
Basic (shares) | 188,634,329 | 188,596,829 | 188,609,466 | 188,596,829 | ||||
Dilutive (shares) | 195,265,065 | 188,596,829 | 188,609,466 | 188,596,829 | ||||
Dividends per share of common stock | $0.10 | $0 | $0.10 | $0 | ||||
[1] | The Company began earning fees on July 1, 2014, in connection with the management agreement with NorthStar Realty (refer to Note 1). |
Combined_Consolidated_Statemen1
Combined Consolidated Statements of Equity (USD $) | Total | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | |
In Thousands, except Share data, unless otherwise specified | |||||
Beginning Balance at Dec. 31, 2012 | $17,875 | $0 | $93,010 | ($75,135) | |
Ending Balance (shares) at Dec. 31, 2012 | ' | 0 | ' | ' | |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | |
Net effect of capital contribution of NorthStar Realty | 12,488 | ' | 12,488 | ' | |
Net income (loss) | -1,995 | ' | ' | -1,995 | |
Ending Balance at Dec. 31, 2013 | 28,368 | 0 | 105,498 | -77,130 | |
Ending Balance (shares) at Dec. 31, 2013 | ' | 0 | ' | ' | |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | |
Net effect of capital contribution of NorthStar Realty | 121,209 | 1,886 | 119,323 | ' | |
Net income (loss) | -30,552 | ' | ' | -30,552 | |
Amortization of equity-based compensation | 13,745 | ' | 13,745 | ' | |
Net effect of capital contribution of NorthStar Realty Finance Corp. (shares) | ' | 188,597,000 | ' | ' | |
Ending Balance at Jun. 30, 2014 | [1] | 132,770 | 1,886 | 238,566 | -107,682 |
Beginning Balance (shares) at Jun. 30, 2014 | [1] | ' | 188,597,000 | ' | ' |
Beginning Balance at Dec. 31, 2013 | 28,368 | 0 | 105,498 | -77,130 | |
Ending Balance (shares) at Dec. 31, 2013 | ' | 0 | ' | ' | |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | |
Net income (loss) | 18,744 | ' | ' | 18,744 | |
Amortization of equity-based compensation | 16,541 | ' | 16,541 | ' | |
Issuance of restricted stock to directors (shares) | ' | 37,000 | ' | ' | |
Ending Balance at Sep. 30, 2014 | $168,055 | $1,886 | $255,107 | ($88,938) | |
Beginning Balance (shares) at Sep. 30, 2014 | ' | 188,634,000 | ' | ' | |
[1] | Represents amounts at the date of the spin-off. |
Combined_Consolidated_Statemen2
Combined Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net income (loss) | ($11,808) | ($2,859) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ' | ' |
Equity in (earnings) losses of unconsolidated ventures | 74 | 0 |
Accrued transaction costs | 9,098 | 0 |
Depreciation expense | 482 | 52 |
Equity-based compensation expense | 30,286 | 4,513 |
Unrealized foreign currency (gain) loss | 310 | 0 |
Straight line rent, net | 15 | 0 |
Change in assets and liabilities: | ' | ' |
Restricted cash | -3,132 | 0 |
Receivables, related parties | -54,786 | -80 |
Other assets | -5,574 | -5,372 |
Accounts payable and accrued expenses | 20,430 | -1,118 |
Net cash provided by (used in) operating activities | -14,605 | -4,864 |
Cash flows from investing activities: | ' | ' |
Investment in unconsolidated ventures | -4,000 | 0 |
Net cash provided by (used in) investing activities | -4,000 | 0 |
Cash flows from financing activities: | ' | ' |
Contribution from NorthStar Realty (refer to Note 1) | 116,397 | 6,875 |
Net cash provided by (used in) financing activities | 116,397 | 6,875 |
Effect of foreign exchange rate changes on cash | -310 | 0 |
Net increase (decrease) in cash | 97,482 | 2,011 |
Cash - beginning of period | 7,537 | 6,643 |
Cash - end of period | 105,019 | 8,654 |
Supplemental disclosure of non-cash investing and financing activities: | ' | ' |
Deemed capital contribution from NorthStar Realty (refer to Note 1) | $4,812 | $0 |
Formation_and_Organization
Formation and Organization | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Formation and Organization | ' |
Formation and Organization | |
On June 30, 2014, NorthStar Realty Finance Corp. (“NorthStar Realty”) completed the previously announced spin-off of its asset management business into a separate publicly-traded company, NorthStar Asset Management Group Inc. (“NSAM” or the “Company”), a Delaware corporation, in the form of a tax-free distribution (the “Distribution”). In connection with the Distribution, each of NorthStar Realty’s common stockholders received shares of the Company’s common stock on a one-for-one basis. Upon completion of the spin-off, the asset management business of NorthStar Realty is owned and operated by the Company and NorthStar Realty is externally managed by an affiliate of the Company through a management contract with an initial term of 20 years. NorthStar Realty continues to operate its commercial real estate debt origination business. Most of NorthStar Realty’s employees at the time of the spin-off became employees of the Company except for executive officers, employees engaged in NorthStar Realty’s loan origination business at the time of the spin-off and certain other employees that became co-employees of both the Company and NorthStar Realty. | |
An affiliate of the Company also manages NorthStar Realty’s previously sponsored non-traded real estate investment trusts (“REITs”): NorthStar Real Estate Income Trust, Inc. (“NorthStar Income”); NorthStar Healthcare Income, Inc. (“NorthStar Healthcare”) and NorthStar Real Estate Income II, Inc. (“NorthStar Income II”) (collectively referred to as the “Sponsored Companies” and together with NorthStar Realty, collectively referred to as the “Managed Companies”). The Company is organized to provide asset management and other services to the Managed Companies or any other companies it may sponsor in the future, both in the United States and internationally. The Company earns management, incentive and other fees pursuant to management and other contracts. In addition, the Company owns NorthStar Realty Securities, LLC (“NorthStar Securities”), NorthStar Realty’s previously owned captive broker-dealer platform registered with the Securities and Exchange Commission (“SEC”) and performs other asset management-related services. | |
References to the historical asset management business of NorthStar Realty including assets, liabilities and results of operations relate to managing the Sponsored Companies, owning NorthStar Securities and operating its special servicing business and are generally referred to as those of the Company. | |
In connection with the Distribution, NorthStar Realty contributed 100% of the limited liability company interests in certain of NorthStar Realty’s subsidiaries and $100.0 million in cash for the initial capitalization, plus approximately $17.9 million in cash for any expenses that the Company incurred in connection with the spin-off. Any additional expenses incurred in connection with the spin-off will be paid by NorthStar Realty. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Summary of Significant Accounting Policies | ' | ||||||||
Summary of Significant Accounting Policies | |||||||||
Basis of Quarterly Presentation | |||||||||
The accompanying unaudited combined consolidated financial statements and related notes of the Company are presented on a carve-out basis for the period prior to June 30, 2014 and have been prepared from the historical consolidated balance sheets, statements of operations and cash flow attributed to the historical asset management business of NorthStar Realty and in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Three months ended September 30, 2014 represent the Company subsequent to the spin-off as a stand alone entity. Certain information and note disclosures normally included in the consolidated financial statements prepared under U.S. GAAP have been condensed or omitted. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Registration Statement on Form 10, as amended, which was filed with the SEC. | |||||||||
The consolidated financial statements for the three months ended September 30, 2014 represent the Company subsequent to the spin-off of NorthStar Realty’s historical asset management business of managing the Sponsored Companies, owning NorthStar Securities and operating its special servicing business. In connection with the spin-off, most of NorthStar Realty’s employees at the time of the spin-off became employees of the Company except for executive officers, employees engaged in NorthStar Realty’s loan origination business at the time of the spin-off and certain other employees that became co-employees of both the Company and NorthStar Realty. Therefore, subsequent to June 30, 2014, the Company generally incurs substantially all employee-related cash costs. | |||||||||
Periods prior to June 30, 2014 present a carve-out of NorthStar Realty’s historical financial information, including revenues and expenses allocated to the Company, related to NorthStar Realty’s historical asset management business. Expenses also included an allocation of indirect expenses from NorthStar Realty, including salaries, equity-based compensation and other general and administrative expenses (primarily occupancy and other cost) based on an estimate had NorthStar Realty’s historical asset management business been run as an independent entity. This allocation method was principally based on relative headcount and management’s knowledge of NorthStar Realty’s operations. Additionally, periods prior to June 30, 2014 did not reflect the management agreement the Company entered into with NorthStar Realty effective July 1, 2014. | |||||||||
Principles of Consolidation | |||||||||
The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. | |||||||||
Variable Interest Entities | |||||||||
A variable interest entity (“VIE”) is defined as an entity in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The determination of whether an entity is a VIE includes both a qualitative and quantitative analysis. The Company bases its qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and relevant financial agreements and the quantitative analysis on the forecasted cash flow of the entity. | |||||||||
The Company reassesses its initial evaluation of an entity as a VIE upon the occurrence of certain reconsideration events. | |||||||||
A VIE must be consolidated only by its primary beneficiary, which is defined as the party who, along with its affiliates and agents has both the: (i) power to direct the activities that most significantly impact the VIE’s economic performance; and (ii) obligation to absorb the losses of the VIE or the right to receive the benefits from the VIE, which could be significant to the VIE. The Company determines whether it is the primary beneficiary of a VIE by considering qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of its investment; the obligation or likelihood for the Company or other interests to provide financial support; consideration of the VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders and the similarity with and significance to the business activities of the Company and the other interests. The Company reassesses its determination of whether it is the primary beneficiary of a VIE each reporting period. Significant judgments related to these determinations include estimates about the current and future fair value and performance of investments held by these VIEs and general market conditions. | |||||||||
The Company evaluates the Managed Companies, investments in unconsolidated ventures and securitization financing transactions to which the Company is the special servicer to determine whether they are a VIE. | |||||||||
Voting Interest Entities | |||||||||
A voting interest entity is an entity in which the total equity investment at risk is sufficient to enable it to finance its activities independently and the equity holders have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the losses of the entity and the right to receive the residual returns of the entity. The usual condition for a controlling financial interest in a voting interest entity is ownership of a majority voting interest. If the Company has a majority voting interest in a voting interest entity, the entity will generally be consolidated. The Company does not consolidate a voting interest entity if there are substantive participating rights by other parties and/or kick-out rights by a single party. | |||||||||
The Company performs on-going reassessments of whether entities previously evaluated under the voting interest framework have become VIEs, based on certain events, and therefore subject to the VIE consolidation framework. | |||||||||
Investments in Unconsolidated Ventures | |||||||||
Non-controlling, unconsolidated ownership interests in an entity may be accounted for using the equity method, at fair value or the cost method. | |||||||||
Under the equity method, the investment is adjusted each period for capital contributions and distributions and its share of the entity’s net income (loss). Capital contributions, distributions and net income (loss) of such entities are recorded in accordance with the terms of the governing documents. An allocation of net income (loss) may differ from the stated ownership percentage interest in such entity as a result of preferred returns and allocation formulas, if any, as described in such governing documents. | |||||||||
The Company may account for an investment in an unconsolidated entity at fair value by electing the fair value option. The Company records the change in fair value for its share of the projected future cash flow of such investments from one period to another in equity in earnings (losses) from unconsolidated ventures in the consolidated statements of operations. Any change in fair value attributed to market related assumptions is considered unrealized gain (loss). | |||||||||
The Company may account for an investment that does not qualify for equity method accounting or for which the fair value option was not elected using the cost method if the Company determines the investment in the unconsolidated entity is insignificant. Under the cost method, equity in earnings is recorded as dividends are received to the extent they are not considered a return of capital, which is recorded as a reduction of cost of the investment. | |||||||||
Non-controlling Interests | |||||||||
A non-controlling interest in a consolidated subsidiary is defined as the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company. A non-controlling interest is required to be presented as a separate component of equity on the consolidated balance sheets and presented separately as net income (loss) and other comprehensive income (loss) (“OCI”) attributable to controlling and non-controlling interests. An allocation to a non-controlling interest may differ from the stated ownership percentage interest in such entities as a result of preferred returns and allocation formulas, if any, as described in such governing documents. | |||||||||
Estimates | |||||||||
The preparation of combined consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that could affect the amounts reported in the combined consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates and assumptions. | |||||||||
Reclassifications | |||||||||
Certain prior period amounts have been reclassified in the combined consolidated financial statements to conform to current period presentation. | |||||||||
Other Assets | |||||||||
The following table presents a summary of other assets as of September 30, 2014 and December 31, 2013 (dollars in thousands): | |||||||||
September 30, 2014 (Unaudited) (1) | December 31, 2013 | ||||||||
Furniture, fixtures and equipment, net | $ | 5,047 | $ | 295 | |||||
Prepaid expenses | 2,651 | 547 | |||||||
Pending deal costs | 1,507 | — | |||||||
Security deposits | 2,414 | 34 | |||||||
Other | 446 | 109 | |||||||
Total | $ | 12,065 | $ | 985 | |||||
__________________ | |||||||||
-1 | Represents fixed assets, tenant improvements and deposits related to leased offices that were transferred to the Company at the time of the spin-off on June 30, 2014. | ||||||||
Revenue Recognition | |||||||||
Asset Management and Other Fees | |||||||||
Asset management and other fees include asset management, incentive and other fees, such as acquisition and disposition fees, earned from the Managed Companies. Base asset management and other fees are recognized based on contractual terms specified in the underlying governing documents in the periods during which the related services are performed and the amounts have been contractually earned. Incentive fees and payments are recognized subject to the achievement of return hurdles in accordance with the respective terms set forth in the governing documents of the Managed Companies. | |||||||||
Selling Commission and Dealer Manager Fees and Commission Expense | |||||||||
Selling commission and dealer manager fees represents income earned by the Company for selling equity in the Sponsored Companies through NorthStar Securities. Selling commission and dealer manager fees and commission expense are accrued on a trade date basis. | |||||||||
Allowance for Doubtful Accounts | |||||||||
An allowance for a doubtful account is established when, in the opinion of the Company, a full recovery of a receivable becomes doubtful. A receivable is written off when it is no longer collectible and/or legally discharged. As of September 30, 2014 and December 31, 2013, there was no allowance for doubtful accounts. | |||||||||
Equity-Based Compensation | |||||||||
The Company accounts for equity-based compensation awards, including awards granted to co-employees, using the fair value method, which requires an estimate of fair value of the award at the time of grant. Awards may be based on a variety of measures such as time, performance, market or a combination thereof. For time-based awards, the Company recognizes compensation expense over the vesting period on a straight-line basis. For awards with performance or market measures, the Company recognizes compensation expense over the requisite service period, using the accelerated attribution expense method. For performance-based measures, the Company recognizes compensation expense, net of estimated forfeitures, based on an estimate of the probable achievement of such measures. For market-based measures, the Company recognizes compensation expense based on the initial estimate of the fair value of the award using a binomial model. | |||||||||
For awards with a combination of performance or market measures, the Company estimates the fair value as if it were two separate awards. First, the Company estimates the probability of achieving the performance measure. If it is not probable the performance condition will be met, the Company records the compensation expense based on the fair value of the market measure. This expense is recorded even if the market-based measure is never met. If the performance-based measure is subsequently estimated to be achieved, the Company records compensation expense based on the performance-based measure. The Company would then record a cumulative catch-up adjustment for any additional compensation expense. | |||||||||
Equity-based compensation issued to non-employees is accounted for using the fair value of the award at the earlier of the performance commitment date or performance completion date. The awards are remeasured every quarter based on the stock price as of the end of the reporting period until such awards vest, if any. | |||||||||
Foreign Currency Remeasurement | |||||||||
Assets and liabilities denominated in non-U.S. dollar currencies are remeasured at the exchange rate prevailing on the reporting date and revenues and expenses are remeasured at the average exchange rate for the period. The Company’s functional currency of its non-U.S. denominated assets and liabilities is the U.S. dollar. Therefore, any gains or losses from the remeasurement of foreign currency to U.S. dollars are recognized in earnings. | |||||||||
Comprehensive Income (Loss) | |||||||||
The Company had no items of other comprehensive income (loss), so its comprehensive loss is the same as the net loss for all periods presented. | |||||||||
Earnings Per Share | |||||||||
The Company’s basic earnings per share (“EPS”) is calculated by dividing net income (loss) by the weighted average number of common stock outstanding, including restricted stock and participating securities. Diluted EPS reflects the potential dilution that could occur if outstanding restricted stock units (“RSUs”) or other contracts to issue common stock, assuming performance hurdles have been met, were converted to common stock, including Deferred LTIP Units (refer to Note 8), where such exercise or conversion would result in a lower EPS. The dilutive effect of such RSUs and Deferred LTIP Units is calculated assuming all units are converted to common stock, if any. | |||||||||
Income Taxes | |||||||||
Certain subsidiaries of the Company were subject to taxation by federal, state and foreign authorities for the periods presented. Income taxes are accounted for by the asset/liability approach in accordance with U.S. GAAP. Deferred taxes represent the expected future tax consequences when the reported amounts of assets and liabilities are recovered or paid. Such amounts arise from differences between the financial reporting and tax bases of assets and liabilities and are adjusted for changes in tax laws and tax rates in the period which such changes are enacted. A provision for income tax represents the total of income taxes paid or payable for the current year, plus the change in deferred taxes during the year. | |||||||||
Recent Accounting Pronouncements | |||||||||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued an accounting update requiring a company to recognize as revenue the amount of consideration it expects to be entitled to in connection with the transfer of promised goods or services to customers. When it becomes effective on January 1, 2017, the accounting standard update will replace most of the existing revenue recognition guidance currently promulgated by U.S. GAAP. The Company is in the process of evaluating the impact, if any, of the update on its consolidated financial statements and related disclosures. |
Management_Agreements_and_Mana
Management Agreements and Managed Companies | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Management Agreements [Abstract] | ' | |||||||||||||||
Management Agreements and Sponsored Companies | ' | |||||||||||||||
Management Agreements and Managed Companies | ||||||||||||||||
NorthStar Realty | ||||||||||||||||
Management Agreement | ||||||||||||||||
Upon completion of the Distribution, the Company entered into a management agreement with NorthStar Realty for an initial term of 20 years, which will be automatically renewed for additional 20-year terms each anniversary thereafter unless earlier terminated. As asset manager, the Company is responsible for NorthStar Realty’s day-to-day operations, subject to the supervision of the NorthStar Realty board of directors. Through its global network of subsidiaries and branch offices, the Company performs services and activities relating to, among other things, investments and financing, portfolio management and other administrative services, such as accounting and investor relations, to NorthStar Realty and its subsidiaries other than NorthStar Realty’s commercial real estate loan origination business. The management agreement with NorthStar Realty is for an initial term of 20 years and provides for a base management fee and incentive fee. | ||||||||||||||||
For the three months ended September 30, 2014, the Company earned $38.0 million of base management fees. The management contract with NorthStar Realty commenced on July 1, 2014, and as such, there were no management fees earned for the six months ended June 30, 2014. The fee will increase subsequent to September 30, 2014, by 1.5% per annum of the sum of: | ||||||||||||||||
• | cumulative net proceeds of all future common equity and preferred equity issued by NorthStar Realty; | |||||||||||||||
• | equity issued by NorthStar Realty in exchange or conversion of exchangeable senior notes based on the stock price at the date of issuance; | |||||||||||||||
• | any other issuances by NorthStar Realty of common equity, preferred equity or other forms of equity, including but not limited to LTIP units (excluding equity-based compensation, but including issuances related to an acquisition, investment, joint venture or partnership); and | |||||||||||||||
• | cumulative cash available for distribution (“CAD”) of NorthStar Realty in excess of cumulative distributions paid on common stock, LTIP units or other equity awards beginning the first full calendar quarter after the Distribution. | |||||||||||||||
Additionally, NorthStar Realty’s equity interest in RXR Realty LLC (“RXR Realty”) and Aerium Group (“Aerium”) is structured so that the Company is entitled to the portion of distributable cash flow from each investment in excess of the $10.0 million minimum annual base amount. | ||||||||||||||||
For the three months ended September 30, 2014, the Company earned $1.3 million of incentive management fees. The incentive fee is calculated and payable quarterly in arrears in cash, equal to: | ||||||||||||||||
• | the product of: (a) 15.0% and (b) CAD of NorthStar Realty before such incentive fee, divided by the weighted average shares outstanding for the calendar quarter, when such amount is in excess of $0.39 per share but less than $0.45 per share; plus | |||||||||||||||
• | the product of: (a) 25.0% and (b) CAD of NorthStar Realty before such incentive fee, divided by the weighted average shares outstanding for the calendar quarter, when such amount is equal to or in excess of $0.45 per share; | |||||||||||||||
• | multiplied by the weighted average shares outstanding of NorthStar Realty for the calendar quarter. | |||||||||||||||
In addition, the Company may also earn an incentive fee from NorthStar Realty’s healthcare investments in connection with the Company’s Healthcare Strategic Partnership (refer to Note 5). | ||||||||||||||||
Weighted average shares represents the number of shares of NorthStar Realty’s common stock, LTIP units or other equity-based awards (with some exclusions), outstanding on a daily weighted average basis. With respect to the base management fee, all issuances shall be allocated on a daily weighted average basis during the fiscal quarter of issuances. | ||||||||||||||||
Furthermore, if NorthStar Realty were to spin-off any asset or business in the future, such entity would be managed by the Company on terms substantially similar to those set forth in the management agreement between the Company and NorthStar Realty. The management agreement further provides that the aggregate base management fee in place immediately after the spin-off will not be less than the aggregate base management fee in place at NorthStar Realty immediately prior to the spin-off. | ||||||||||||||||
Payment of Costs and Expenses and Expense Allocation | ||||||||||||||||
NorthStar Realty is responsible for all of its direct costs and expenses and will reimburse the Company for costs and expenses incurred by the Company on its behalf. In addition to NorthStar Realty’s costs and expenses, following the Distribution, NorthStar Realty is obligated to reimburse the Company for additional costs and expenses incurred by the Company for an amount not to exceed the following: (i) 20.0% of the combined total of: (a) NorthStar Realty’s general and administrative expenses as reported in its consolidated financial statements excluding: (1) equity-based compensation expense, (2) non-recurring items, (3) fees payable to the Company under the terms of the management agreement and (4) any allocation of expenses from NorthStar Realty (“NorthStar Realty G&A”); and (b) the Company’s general and administrative expenses as reported in its combined consolidated financial statements, excluding equity-based compensation expense and adding back any costs or expenses allocated to any of the Managed Companies, less (ii) the NorthStar Realty G&A. For the three months ended September 30, 2014, NorthStar Realty will pay $1.2 million to the Company. | ||||||||||||||||
Sponsored Companies | ||||||||||||||||
The following table presents a summary of the fee arrangements with the current Sponsored Companies: | ||||||||||||||||
NorthStar | NorthStar | NorthStar | ||||||||||||||
Income | Healthcare | Income II | ||||||||||||||
Asset management fees (1) | 1.25% of Assets | 1.00% of Assets | 1.25% of Assets | |||||||||||||
Acquisition fees (2) | 1.00% of Investment | 1.00% of Investment (2.25% for real estate properties) | 1.00% of Investment | |||||||||||||
Disposition fees (3) | 1.0% of sales price | 1.0% of sales price of debt investment (2.00% for real estate properties) | 1.0% of sales price | |||||||||||||
Incentive payments (4) | 15% of net cash flows after an 8% return | 15% of net cash flows after a 6.75% return(5) | 15% of net cash flows after a 7% return | |||||||||||||
__________________ | ||||||||||||||||
-1 | Assets represent principal amount funded or allocated for debt investments originated or acquired and the cost of all other investments, including expenses and any financing attributable to such investments, less any principal received on debt and securities investments (or the Company’s proportionate share thereof in the case of an investment made in a joint venture). | |||||||||||||||
-2 | Calculated based on the amount funded or allocated by the Sponsored Company to originate or acquire investments, including acquisition expenses and any financing attributable to such investments (or the proportionate share thereof in the case of an equity investment made through a joint venture). | |||||||||||||||
-3 | Calculated based on contractual sales price of each investment sold. | |||||||||||||||
-4 | The Company is entitled to receive distributions equal to 15% of net cash flows of the respective Sponsored Company, whether from continuing operations, repayment of loans, disposition of assets or otherwise, but only after stockholders have received, in the aggregate, cumulative distributions equal to their invested capital plus the respective cumulative, non-compounded annual pre-tax return (as noted in the table above) on such invested capital. | |||||||||||||||
-5 | The Healthcare Strategic Partnership will be entitled to the incentive fees earned from managing NorthStar Healthcare, of which the Company will earn its proportionate interest (refer to Note 5). | |||||||||||||||
For the three months ended September 30, 2014 and 2013, the Company earned $17.2 million and $6.8 million, respectively, of asset management and other fees from the Sponsored Companies. For the nine months ended September 30, 2014 and 2013, the Company earned $38.9 million and $17.1 million, respectively, of asset management and other fees from the Sponsored Companies. | ||||||||||||||||
NorthStar Realty committed to invest up to $10.0 million in each of the Sponsored Companies that are in their offering stage. In addition, NorthStar Realty will commit up to $10.0 million of distribution support consistent with its past practice in any future non-traded sponsored company that the Company sponsors, up to a total of five new companies per year. | ||||||||||||||||
NorthStar Income successfully completed its public offering on July 1, 2013 by raising $1.1 billion in capital. NorthStar Healthcare and NorthStar Income II commenced capital raising in 2013. NorthStar Securities has dealer-manager agreements with NorthStar Healthcare and NorthStar Income II. | ||||||||||||||||
On March 31, 2014, NorthStar/RXR New York Metro Income, Inc., (“NorthStar/RXR New York Metro”), confidentially submitted its registration statement on Form S-11 to the SEC seeking to raise up to $2.0 billion in a public offering of common stock. NorthStar/RXR New York Metro will be structured as a public, non-traded corporation that intends to qualify as a REIT and is co-sponsored by the Company and RXR Realty, a leading real estate owner, developer and investment management company focused on high-quality real estate investments in the New York Tri-State area. Any asset management and other fees incurred by NorthStar/RXR New York Metro will be shared by the Company and RXR Realty as co-sponsors. NorthStar/RXR New York Metro intends to make commercial real estate investments in the New York metropolitan area. The distribution support agreement related to NorthStar/RXR New York Metro is an obligation of both NorthStar Realty and RXR Realty, to purchase up to an aggregate of $10.0 million in Class A common stock during the two-year period following commencement of the offering, with NorthStar Realty and RXR Realty agreeing to purchase 75% and 25% of any shares purchased, respectively. | ||||||||||||||||
Pursuant to each of the advisory agreements with the Company’s current Sponsored Companies, the Company may determine, in its sole discretion, to defer or waive, in whole or in part, certain asset management and other fees incurred. In considering whether to defer or waive any such fees, the Company evaluates the specific facts and circumstances surrounding the incurrence of a particular fee and makes its decision on a case by case basis. | ||||||||||||||||
In addition, the Company is entitled to certain expense allocations for costs paid on behalf of its Sponsored Companies which include: (i) reimbursement for organization and offering costs such as professional fees and other costs associated with the formation and offering of the Sponsored Company; and (ii) reimbursement for direct and indirect operating costs such as certain salaries, equity-based compensation and professional and other costs associated with managing the operations of the Sponsored Company. The following table presents a summary of the expense arrangements with the current Sponsored Companies: | ||||||||||||||||
NorthStar Income | NorthStar Healthcare | NorthStar Income II | ||||||||||||||
Organization and offering costs (1) | $11.0 million (2) | $15.0 million, or 1.5% of the proceeds expected to be raised from the offering (4) | $24.8 million, or 1.5% of the proceeds expected to be raised from the offering | |||||||||||||
Operating costs (3) | Greater of 2.0% of its average invested assets or 25.0% of its net income | Greater of 2.0% of its average invested assets or 25.0% of its net income | Greater of 2.0% of its average invested assets or 25.0% of its net income | |||||||||||||
__________________ | ||||||||||||||||
-1 | Represents reimbursement for organization and offering costs paid on behalf of the Sponsored Company in connection with their respective offering. The Company is facilitating the payment of organization and offering costs on behalf of the Sponsored Companies. The Company records these costs as Receivables, related parties on its consolidated balance sheets until repaid. The Sponsored Companies record these costs as either advisory fees-related parties on their consolidated statements of operations or as a cost of capital in their consolidated statements of equity. | |||||||||||||||
-2 | Represents the total expense allocation for organization and offering costs through the end of the offering period in July 2013. | |||||||||||||||
-3 | Calculated based on the four preceding fiscal quarters not to exceed the greater of: (i) 2.0% of each Sponsored Company’s average invested assets; or (ii) 25.0% of each Sponsored Company’s net income determined without reduction for any additions to reserves for depreciation, loan losses or other similar non-cash reserves and excluding any gain from the sale of assets for that period. | |||||||||||||||
-4 | In October 2014, NorthStar Healthcare filed a registration statement on Form S-11 to the SEC seeking to register a follow-on public offering of up to $700 million in shares through 2016. This would increase the reimbursement for organization and offering costs paid on behalf of NorthStar Healthcare by $7.5 million. The registration statement for the follow-on offering has not yet been declared effective by the SEC. | |||||||||||||||
As of September 30, 2014 and December 31, 2013, the Company had unreimbursed costs from the Sponsored Companies of $24.1 million and $23.2 million, respectively, recorded as receivables, related parties on the combined consolidated balance sheets. For the nine months ended September 30, 2014, the Company received $16.1 million of reimbursement from the Sponsored Companies. | ||||||||||||||||
The following table presents receivables, related parties on the consolidated balance sheets as of September 30, 2014 and December 31, 2013 (dollars in thousands): | ||||||||||||||||
September 30, 2014 (Unaudited) | December 31, 2013 | |||||||||||||||
NorthStar Realty | ||||||||||||||||
Base management fee | $ | 38,047 | $ | — | ||||||||||||
Incentive fee | 1,316 | — | ||||||||||||||
Expense allocation | 1,155 | — | ||||||||||||||
Subtotal NorthStar Realty | 40,518 | — | ||||||||||||||
Sponsored Companies | ||||||||||||||||
Fees | 15,687 | 2,252 | ||||||||||||||
Other receivables | 21,634 | 20,894 | ||||||||||||||
Subtotal Sponsored Companies | 37,321 | 23,146 | ||||||||||||||
Other | 134 | 41 | ||||||||||||||
Total | $ | 77,973 | (1) | $ | 23,187 | |||||||||||
________________________ | ||||||||||||||||
(1) Subsequent to September 30, 2014, the Company received $39.4 million from NorthStar Realty and $15.7 million from the Sponsored Companies. | ||||||||||||||||
Selling Commission and Dealer Manager Fees and Commission Expense | ||||||||||||||||
Selling commissions and dealer manager fees represents income earned by selling equity in Sponsored Companies through NorthStar Securities. Pursuant to dealer manager agreements between NorthStar Securities and the Sponsored Companies, the Company generally receives selling commissions of up to 7.0% of gross offering proceeds raised. The Company reallows all selling commissions earned to participating broker-dealers. In addition, the Company also generally receives a dealer manager fee of up to 3.0% of gross offering proceeds raised, a portion of which may be reallowed to participating broker-dealers. The Company earns net commission income through NorthStar Securities for selling equity in the Sponsored Companies, which is expected to cover the costs of the broker-dealer business. Commission expense represents fees to participating broker-dealers with whom the Company has selling agreements and commissions to employees of NorthStar Securities. | ||||||||||||||||
The following table summarizes selling commission and dealer manager fees, commission expense and net commission income for the three and nine months ended September 30, 2014 and 2013 (dollar in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Selling commission and dealer manager fees | $ | 27,149 | $ | 1,639 | $ | 61,010 | $ | 51,214 | ||||||||
Commission expense | 25,691 | 1,629 | 57,389 | 46,504 | ||||||||||||
Net commission income(1) | $ | 1,458 | $ | 10 | $ | 3,621 | $ | 4,710 | ||||||||
________________________ | ||||||||||||||||
(1) Excludes direct expenses of NorthStar Securities. | ||||||||||||||||
Other | ||||||||||||||||
A subsidiary of the Company is a rated special servicer by Standard & Poor’s and Fitch Ratings and receives special servicing fees for services related to certain securitization transactions. |
Investments_in_Unconsolidated_
Investments in Unconsolidated Ventures | 9 Months Ended |
Sep. 30, 2014 | |
Equity Method Investments and Joint Ventures [Abstract] | ' |
Investments in Unconsolidated Ventures | ' |
Investments in Unconsolidated Ventures | |
Fund Alliance | |
In June 2014, the Company acquired a 50.0% interest in Distribution Finance Corporation, a crowd funding technology platform company, for $4.0 million. The Company accounts for this investment under the equity method. In addition to earning a proportionate share of net income, the Company will also earn a net 0.50% fee on any syndicated investments, a minimum base management fee of 1.0% and an incentive fee of 15.0% on contractually defined excess cash flows. As of September 30, 2014, the carrying value of the investment was $3.9 million. For the three and nine months ended September 30, 2014, the Company recognized equity in losses of $0.1 million related to recurring legal fees incurred by Distribution Finance Corporation. The Company records equity in losses in other income on the combined consolidated statement of operations. |
Related_Party_Arrangements
Related Party Arrangements | 9 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Arrangements | ' |
Related Party Arrangements | |
NorthStar Realty | |
Investment Opportunities | |
Under the management agreement, NorthStar Realty agreed to make available to the Company for the benefit of the Managed Companies, including NorthStar Realty, all investment opportunities sourced by NorthStar Realty. The Company agreed to fairly allocate such opportunities among the Managed Companies, including NorthStar Realty, in accordance with an investment allocation policy. Pursuant to the management agreement, NorthStar Realty is entitled to fair and reasonable compensation for its services in connection with any loan origination opportunities sourced by it, which may include first mortgage loans, subordinate mortgage interests, mezzanine loans and preferred equity interests, in each case relating to commercial real estate. | |
The Company provides services with regard to such areas as payroll, human resources and employee benefits, financial systems management, treasury and cash management, accounts payable services, telecommunications services, information technology services, property management services, legal and accounting services and various other corporate services to NorthStar Realty as it relates to its loan origination business for commercial real estate debt. | |
Credit Agreement | |
In connection with the Distribution, the Company entered into a revolving credit agreement with NorthStar Realty pursuant to which NorthStar Realty will make available to the Company, on an “as available basis,” up to $250.0 million of financing for a five year term at LIBOR plus 3.50%. The revolving credit facility is unsecured. The Company expects to use the proceeds for general corporate purposes, including potential future acquisitions. In addition, the Company may use the proceeds to acquire assets on behalf of the Managed Companies that it intends to allocate to such Managed Company but for which such Managed Company may not then have immediately available funds. The terms of the revolving credit facility contain various representations, warranties, covenants and conditions, including the condition that NorthStar Realty’s obligation to advance proceeds to the Company is dependent upon NorthStar Realty and its affiliates having at least $100.0 million of either unrestricted cash and cash equivalents or amounts available under committed lines of credit, after taking into account the amount the Company seeks to draw under the facility. As of September 30, 2014, the Company had no borrowings outstanding under the credit agreement. | |
Healthcare Strategic Joint Venture | |
In January 2014, the Company entered into a long-term strategic partnership with James F. Flaherty III, former Chief Executive Officer of HCP, Inc. focused on expanding the Company’s healthcare business into a preeminent healthcare platform (“Healthcare Strategic Partnership”). In connection with the partnership, Mr. Flaherty oversees and seeks to grow both NorthStar Realty’s healthcare real estate portfolio and the portfolio of NorthStar Healthcare. In connection with entering into the partnership, NorthStar Realty granted Mr. Flaherty certain RSUs (refer to Note 7). The Healthcare Strategic Partnership is entitled to incentive fees ranging from 20% to 25% above certain hurdles for new and existing healthcare real estate investments held by NorthStar Realty and NorthStar Healthcare. The partnership will also be entitled to any incentive fees earned from NorthStar Healthcare or any future healthcare non-traded REITs sponsored by the Company, NorthStar Realty or any affiliates. For the three and nine months ended September 30, 2014, the Company did not earn any incentive fees related to the Healthcare Strategic Partnership. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
The Company may be involved in various litigation matters arising in the ordinary course of its business. Although management is unable to predict with certainty the eventual outcome of any litigation, in the opinion of management, the legal proceedings are not expected to have a material adverse effect on the Company’s financial position or results of operations. |
EquityBased_Compensation
Equity-Based Compensation | 9 Months Ended | ||||||
Sep. 30, 2014 | |||||||
Share-based Compensation [Abstract] | ' | ||||||
Equity-Based Compensation | ' | ||||||
Equity-Based Compensation | |||||||
Impact of the Spin-off | |||||||
NorthStar Realty has issued equity-based awards to directors, officers, employees, consultants and advisors pursuant to the NorthStar Realty Finance Corp. 2004 Omnibus Stock Incentive Plan (the “NorthStar Realty Stock Plan”) and the NorthStar Realty Executive Incentive Bonus Plan, as amended (the “NorthStar Realty Plan” and collectively the “NorthStar Realty Equity Plans”). In addition, the Company issued equity-based awards to directors, officers, employees, consultants and advisors pursuant to the NorthStar Asset Management Group Inc. 2014 Omnibus Stock Incentive Plan (the “NSAM Stock Plan”). | |||||||
All of the vested and unvested equity-based awards granted by NorthStar Realty prior to the spin-off remain outstanding following the spin-off. Holders of shares of NorthStar Realty’s common stock subject to outstanding equity awards, included LTIP units converted to common shares in connection with NorthStar Realty’s internal corporate reorganization, received an equal number of shares of the Company’s common stock in connection with the spin-off, all of which generally remain subject to the same vesting and other terms that applied prior to the spin-off. LTIP units that remain subject to vesting after the effect of the spin-off are herein referred to as restricted stock. Deferred LTIP Units are equity awards representing the right to receive either LTIP units in NorthStar Realty’s successor operating partnership or, if such LTIP units are not available upon settlement of the award, shares of NorthStar Realty common stock. Other equity and equity-based awards relating to NorthStar Realty’s common stock, such as RSUs and Deferred LTIP Units, were adjusted to also relate to an equal number of shares of the Company’s common stock, but otherwise generally remain subject to the same vesting and other terms that applied prior to the spin-off. Vesting conditions for outstanding awards have been adjusted to reflect the impact of the Company in terms of employment for service based on awards and total stockholder return in terms of performance-based awards with respect to periods after the spin-off. | |||||||
Following the spin-off, NorthStar Realty and the compensation committee of its board of directors (the “NorthStar Realty Compensation Committee”) continues to administer all awards issued under the NorthStar Realty Equity Plans but the Company will be obligated to issue shares of the Company’s common stock or other equity awards of its subsidiaries or make cash payments in lieu thereof or with respect to dividend or distribution equivalent obligations to the extent required by these awards under the NorthStar Realty Equity Plans. These awards will continue to be governed by the NorthStar Realty Equity Plans, as applicable, and shares of the Company’s common stock issued pursuant to these awards will not be issued pursuant to, or reduce availability under the NorthStar Realty Equity Plans. | |||||||
In connection with the spin-off, most of NorthStar Realty’s employees at the time of the spin-off became employees of the Company except for executive officers, employees engaged in NorthStar Realty’s loan origination business at the time of the spin-off and certain other employees that became co-employees of both the Company and NorthStar Realty. | |||||||
The following summarizes the equity-based compensation plans and related expenses for the Company and NorthStar Realty. | |||||||
NorthStar Asset Management Equity Plans | |||||||
Omnibus Stock Incentive Plan | |||||||
In March 2014, the NorthStar Realty Compensation Committee approved the NSAM Stock Plan, which was subsequently adopted by the Company’s board of directors and approved by its sole stockholder at the time. The NSAM Stock Plan was administered by the NorthStar Realty Compensation Committee prior to the spin-off and is administered by the Company’s compensation committee following the spin-off. The NSAM Stock Plan provides flexibility to use various equity-based and cash incentive awards as compensation tools to motivate the Company’s workforce. | |||||||
In anticipation of the spin-off, on April 3, 2014, the Company granted an aggregate of 6,230,529 RSUs to its executive officers pursuant to the NSAM Stock Plan. The RSUs vest over four years and are subject to the achievement of performance-based vesting conditions and continued employment. 40% of these RSUs are subject to the achievement of performance-based hurdles relating to CAD and capital raising of the Sponsored Companies. 30% of these RSUs are subject to the achievement of performance-based hurdles relating to the Company’s absolute total stockholder return over a four-year period. The remaining 30% of these RSUs are subject to the achievement of performance-based hurdles based on the Company’s total stockholder return relative to the Russell 2000 Index over a four-year period. The fair value of the absolute and the relative value grants are being amortized into equity-based compensation expense over the performance period. In May 2014, the Company also granted an aggregate of 1,338,785 RSUs (net of forfeitures) with substantially similar terms to certain employees pursuant to the NSAM Stock Plan. | |||||||
The following table presents a summary of Deferred LTIP Units, whether vested or not, and unvested restricted stock from the time of the spin-off to September 30, 2014 (grants in thousands): | |||||||
Weighted | |||||||
Grants | Average | ||||||
Grant Price(3) | |||||||
As of June 30, 2014, time of the spin-off | 1,917 | $ | 22.91 | ||||
New grants(1) | 37 | 19.2 | |||||
Vesting of restricted stock post-spin | (47 | ) | 13.39 | ||||
Forfeited grants | (1 | ) | 23.8 | ||||
Ending Balance/Weighted Average(2) | 1,906 | $ | 23.07 | ||||
____________________________________________________________ | |||||||
-1 | Represents restricted common stock issued to the Company’s board of directors on July 1, 2014. | ||||||
-2 | Includes 0.8 million shares of restricted stock and 1.1 million vested and unvested Deferred LTIP Units as of September 30, 2014. | ||||||
-3 | Amounts have been retrospectively adjusted to reflect NorthStar Realty’s reverse split, which occurred prior to the spin-off on June 30, 2014. | ||||||
Incentive Compensation Plan | |||||||
In March 2014, the NorthStar Realty Compensation Committee approved the NorthStar Asset Management Group Inc. Executive Incentive Bonus Plan (the “NSAM Bonus Plan” and collectively, with the NSAM Stock Plan, the “NSAM Plans”), which was subsequently adopted by the Company’s board of directors and approved by its sole stockholder. The NSAM Bonus Plan establishes the general parameters of the Company’s incentive bonus program for its executive officers. Pursuant to the NSAM Bonus Plan, for each plan year, the administrator will establish two bonus pools (an annual cash bonus pool and a long-term bonus pool), award a bonus pool percentage(s) to each participant with respect to such bonus pools and establish performance goals, vesting requirements and other terms and conditions applicable to such bonuses. The NSAM Bonus Plan was administered by the NorthStar Realty Compensation Committee prior to the spin-off and is administered by the Company’s compensation committee following the spin-off. | |||||||
For 2014, the administrator established an annual cash bonus pool equal to 17% of the Company’s revenues, determined on a pro forma basis, giving effect to the spin-off as if it occurred on January 1, 2014. The actual amount of the 2014 annual cash bonuses will be determined based on the Company’s achievement of performance goals based on CAD of the Company and NorthStar Realty and capital raising of the Sponsored Companies. Pursuant to an employee matters agreement entered into in connection with the spin-off, NorthStar Realty agreed to make the cash portion of any incentive payment to the Company employees for services performed in 2014 through the date of the spin-off, as a result of which NorthStar Realty will be responsible for paying 50% of any 2014 annual cash bonuses earned under the NSAM Bonus Plan. The administrator established a long-term bonus pool for 2014 with respect to annual cash bonuses. For 2014, long-term bonuses will be paid in both Company and NorthStar Realty equity-based awards and subject to performance-based and/or time-based vesting conditions over the four-year performance period from January 1, 2014 through December 31, 2017. No awards have been granted under the NSAM Bonus Plan and accordingly, the Company has not recorded any equity-based compensation expense for the three and nine months ended September 30, 2014 related to the NSAM Bonus Plan. | |||||||
NorthStar Realty Equity Plans | |||||||
In connection with the spin-off, the Company issued the following related to the prior NorthStar Realty Stock Plans as of September 30, 2014: restricted common stock, of which 781,187 shares remain subject to vesting; 1,135,599 Deferred LTIP Units, of which 982,977 remain subject to vesting; and an aggregate of 1,968,111 RSUs to executive officers. | |||||||
Healthcare Strategic Joint Venture | |||||||
In connection with entering into the Healthcare Strategic Partnership, NorthStar Realty granted Mr. Flaherty 500,000 RSUs, which vest on January 22, 2019, unless certain conditions are met. In connection with the spin-off, the RSUs granted to Mr. Flaherty were adjusted to also relate to an equal number of shares of the Company’s common stock. The RSUs are entitled to dividend equivalents prior to vesting and may be settled either in shares of common stock of the Company and NorthStar Realty or in cash at the option of the Company. Mr. Flaherty is also entitled to incremental grants of the Company’s common stock subject to certain conditions being met pursuant to a separate contractual arrangement entered into in connection with the Healthcare Strategic Partnership. | |||||||
Summary | |||||||
Prior to the spin-off, NorthStar Realty allocated equity-based compensation expense related to managing the Sponsored Companies based on an estimate had the Company’s asset management business has been run as an independent entity. This allocation method was principally based on relative head count and management’s knowledge of NorthStar Realty’s operations. For the six months ended June 30, 2014, the Company was allocated $13.7 million of equity-based compensation expense related to the NorthStar Realty Equity Plans and the NSAM Stock Plan. For the three and nine months ended September 30, 2013, the Company was allocated $1.0 million and $4.5 million, respectively, of equity-based compensation expense related to the NSAM Stock Plan and the NorthStar Realty Equity Plans. For the three months ended September 30, 2014, the Company recognized $16.5 million of equity-based compensation expense related to the NSAM Stock Plan and the NorthStar Realty Equity Plans. |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Stockholders' Equity Note Disclosure and Earnings Per Share Disclosure [Abstract] | ' | |||||||||||||||
Shareholders' Equity | ' | |||||||||||||||
Stockholders’ Equity | ||||||||||||||||
Distribution | ||||||||||||||||
In connection with the Distribution, NorthStar Realty distributed to its common stockholders all of the common stock of the Company in a pro rata distribution of one share of the Company common stock for each share of NorthStar Realty common stock. | ||||||||||||||||
Director Shares | ||||||||||||||||
In July 2014, the Company issued 37,500 shares of restricted common stock with a fair value at the date of grant of $0.7 million to its board of directors as part of their annual grants. The stock will generally vest over three years. | ||||||||||||||||
Performance Stock | ||||||||||||||||
The Company is currently authorized to issue 1,600,000,000 shares of capital stock, of which 500,000,000 is designated as performance common stock, par value $.01 per share. | ||||||||||||||||
Earnings Per Share | ||||||||||||||||
Basic and diluted earnings per share and the average number of common shares outstanding were calculated using the number of common stock outstanding immediately following the spin-off on June 30, 2014. The Company presents common stock issued in connection with the spin-off as if it had been outstanding for all periods presented, similar to a stock split. The following table presents EPS for the three and nine months ended September 30, 2014 and 2013 (dollars and shares in thousands, except per share data): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Numerator: | ||||||||||||||||
Net income (loss) | $ | 18,744 | $ | 1,618 | $ | (11,808 | ) | $ | (2,859 | ) | ||||||
Denominator: | ||||||||||||||||
Weighted average number of shares of common stock | 188,634 | 188,597 | 188,609 | 188,597 | ||||||||||||
Dilutive effect of RSUs (1) | 4,996 | — | — | — | ||||||||||||
Dilutive effect of the Deferred LTIP units | 1,135 | — | — | — | ||||||||||||
Dilutive effect of the Healthcare Strategic Partnership RSUs | 500 | — | — | — | ||||||||||||
Weighted average number of diluted shares(2) | 195,265 | 188,597 | 188,609 | 188,597 | ||||||||||||
Earnings (loss) per share: | ||||||||||||||||
Basic | $ | 0.1 | $ | 0.01 | $ | (0.06 | ) | $ | (0.02 | ) | ||||||
Diluted | $ | 0.1 | $ | 0.01 | $ | (0.06 | ) | $ | (0.02 | ) | ||||||
________________________ | ||||||||||||||||
-1 | Represents 3.0 million shares related to the NSAM Stock Plan and 2.0 million shares related to the NorthStar Realty Stock Plan. | |||||||||||||||
-2 | Dilutive EPS excludes the effect of equity-based awards issued that were not dilutive for the periods presented. These instruments could potentially impact diluted EPS in future periods, depending on changes in the Company’s stock price and other factors. |
Income_Taxes_Notes
Income Taxes (Notes) | 9 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
The Company operates internationally and domestically through multiple operating subsidiaries. Each of the jurisdictions in which the Company operates has its own tax law and tax rate, where the tax rate outside the United States may be lower than the U.S. federal statutory income tax rate. The Company’s income tax provision was $6.1 million for the three months ended September 30, 2014, representing an effective tax rate of approximately 20% on taxable income. The primary difference between taxable income and U.S. GAAP income relates to equity-based compensation expense. The Company’s effective tax rate may change periodically due to changes in enacted tax rates and fluctuations in the mix of income earned from its domestic and international operations, among other things. |
Segment_Reporting
Segment Reporting | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||||||
Segment Reporting | ' | ||||||||||||||||||||||||
Segment Reporting | |||||||||||||||||||||||||
The Company conducts its asset management business through the following five segments, which are based on how management reviews and manages its business: | |||||||||||||||||||||||||
• | NorthStar Realty - Segment is focused on providing asset management and other services on a fee basis by managing NorthStar Realty’s day-to-day operations. The Company began earning fees from NorthStar Realty on July 1, 2014. | ||||||||||||||||||||||||
• | Sponsored Companies - Segment is focused on providing asset management and other services on a fee basis by managing each Sponsored Company’s respective day-to-day operations. | ||||||||||||||||||||||||
• | Broker-dealer - Segment is focused on selling equity in the Sponsored Companies. | ||||||||||||||||||||||||
• | Other - Segment is focused on providing special servicing services on a fee basis in connection with certain securitization transactions. | ||||||||||||||||||||||||
• | Corporate - The corporate segment includes corporate level general and administrative expenses. | ||||||||||||||||||||||||
The consolidated financial statements for the three months ended September 30, 2014 represent the Company subsequent to the spin-off of NorthStar Realty’s historical asset management business of managing the Sponsored Companies, owning NorthStar Securities and operating its special servicing business. Periods prior to June 30, 2014 present a carve-out of NorthStar Realty’s historical financial information including revenues and expenses allocated to the Company, related to NorthStar Realty’s historical asset management business. Expenses also included an allocation of indirect expenses from NorthStar Realty, including salaries, equity-based compensation and other general and administrative expenses (primarily occupancy and other costs) based on an estimate had NorthStar Realty’s historical asset management business been run as an independent entity. | |||||||||||||||||||||||||
Periods prior to June 30, 2014 present a carve-out of NorthStar Realty’s historical financial information, including revenues and expenses allocated to us related to NorthStar Realty’s historical asset management business. Expenses also included an allocation of indirect expenses from NorthStar Realty, including salaries, equity-based compensation and other general and administrative expenses (primarily occupancy and other cost) based on an estimate had NorthStar Realty’s historical asset management business been run as an independent entity. This allocation method was principally based on relative headcount and management’s knowledge of NorthStar Realty’s operations. Additionally, periods prior to June 30, 2014 did not reflect the management agreement the Company entered into with NorthStar Realty effective July 1, 2014. | |||||||||||||||||||||||||
The following tables present segment reporting for the three and nine months ended September 30, 2014 and 2013 (dollars in thousands): | |||||||||||||||||||||||||
Three months ended September 30, 2014 | NorthStar Realty (1) | Sponsored | Broker Dealer (2) | Other (3) | Corporate | Total | |||||||||||||||||||
Companies | |||||||||||||||||||||||||
Asset management and other fees, related parties | $ | 39,363 | $ | 17,158 | $ | — | $ | — | $ | — | $ | 56,521 | |||||||||||||
Selling commission and dealer manager fees, related parties | — | — | 27,149 | — | — | 27,149 | |||||||||||||||||||
Commission expense | — | — | 25,691 | — | — | 25,691 | |||||||||||||||||||
Salaries and related expense | — | — | 1,693 | — | 7,977 | 9,670 | |||||||||||||||||||
Equity-based compensation expense | — | — | — | — | 16,541 | 16,541 | |||||||||||||||||||
Other general and administrative expenses | — | — | 1,999 | — | 4,509 | 6,508 | |||||||||||||||||||
Income tax benefit (expense) | — | — | — | — | (6,087 | ) | (6,087 | ) | |||||||||||||||||
Net income (loss) | 39,363 | 11,788 | (2,257 | ) | 42 | (30,192 | ) | 18,744 | |||||||||||||||||
Three months ended September 30, 2013 | NorthStar Realty (1) | Sponsored | Broker Dealer (2) | Other (3) | Corporate | Total | |||||||||||||||||||
Companies | |||||||||||||||||||||||||
Asset management and other fees, related parties | $ | — | $ | 6,782 | $ | — | $ | — | $ | — | $ | 6,782 | |||||||||||||
Selling commission and dealer manager fees, related parties | — | — | 1,639 | — | — | 1,639 | |||||||||||||||||||
Commission expense | — | — | 1,629 | — | — | 1,629 | |||||||||||||||||||
Salaries and related expense | — | — | 1,283 | — | 2,141 | 3,424 | |||||||||||||||||||
Equity-based compensation expense | — | — | — | — | 1,006 | 1,006 | |||||||||||||||||||
Other general and administrative expenses | — | — | 1,090 | — | 59 | 1,149 | |||||||||||||||||||
Net income (loss) | — | 6,782 | (5,549 | ) | 403 | (18 | ) | 1,618 | |||||||||||||||||
__________________ | |||||||||||||||||||||||||
-1 | The Company began earning fees on July 1, 2014, in connection with the management agreement with NorthStar Realty (refer to Note 3). | ||||||||||||||||||||||||
-2 | Direct general and administrative expenses incurred by the broker dealer. | ||||||||||||||||||||||||
-3 | Primarily represents revenues and expenses related to special servicing. | ||||||||||||||||||||||||
Nine months ended September 30, 2014 | NorthStar Realty (1) | Sponsored | Broker Dealer (2) | Other (3) | Corporate | Total | |||||||||||||||||||
Companies | |||||||||||||||||||||||||
Asset management and other fees, related parties | $ | 39,363 | $ | 38,937 | $ | — | $ | — | $ | — | $ | 78,300 | |||||||||||||
Selling commission and dealer manager fees, related parties | — | — | 61,010 | — | — | 61,010 | |||||||||||||||||||
Commission expense | — | — | 57,389 | — | — | 57,389 | |||||||||||||||||||
Salaries and related expense | — | — | 5,053 | — | 16,941 | 21,994 | |||||||||||||||||||
Equity-based compensation expense | — | — | — | — | 30,286 | 30,286 | |||||||||||||||||||
Other general and administrative expenses | — | — | 6,081 | — | 4,711 | 10,792 | |||||||||||||||||||
Income tax benefit (expense) | — | — | — | — | (6,087 | ) | (6,087 | ) | |||||||||||||||||
Net income (loss) | 39,363 | 33,567 | (7,583 | ) | 167 | (77,322 | ) | (11,808 | ) | ||||||||||||||||
Nine months ended September 30, 2013 | NorthStar Realty(1) | Sponsored | Broker Dealer (2) | Other(3) | Corporate | Total | |||||||||||||||||||
Companies | |||||||||||||||||||||||||
Asset management and other fees, related parties | $ | — | $ | 17,077 | $ | — | $ | — | $ | — | $ | 17,077 | |||||||||||||
Selling commission and dealer manager fees, related parties | — | — | 51,214 | — | — | 51,214 | |||||||||||||||||||
Commission expense | — | — | 46,504 | — | — | 46,504 | |||||||||||||||||||
Salaries and related expense | — | — | 4,365 | — | 11,429 | 15,794 | |||||||||||||||||||
Equity-based compensation expense | — | — | — | — | 4,513 | 4,513 | |||||||||||||||||||
Other general and administrative expenses | — | — | 4,497 | — | 469 | 4,966 | |||||||||||||||||||
Net income (loss) | — | 17,077 | (4,204 | ) | 679 | (16,411 | ) | (2,859 | ) | ||||||||||||||||
__________________ | |||||||||||||||||||||||||
-1 | The Company began earning fees on July 1, 2014, in connection with the management agreement with NorthStar Realty (refer to Note 3). | ||||||||||||||||||||||||
-2 | Direct general and administrative expenses incurred by the broker dealer. | ||||||||||||||||||||||||
-3 | Primarily represents revenues and expenses related to special servicing. | ||||||||||||||||||||||||
The following table presents total assets by segment as of September 30, 2014 and December 31, 2013 (dollars in thousands): | |||||||||||||||||||||||||
Total Assets | NorthStar Realty (1) | Sponsored Companies (1) | Broker Dealer | Other (2) | Corporate | Total | |||||||||||||||||||
September 30, 2014 | $ | 40,441 | $ | 38,745 | $ | 8,465 | $ | 4,567 | $ | 109,897 | $ | 202,115 | |||||||||||||
December 31, 2013 | $ | — | $ | 23,149 | $ | 8,377 | $ | 183 | $ | — | $ | 31,709 | |||||||||||||
__________________ | |||||||||||||||||||||||||
-1 | Primarily represents the receivable, related parties as of September 30, 2014 and December 31, 2013, respectively. Subsequent to September 30, 2014, the Company received $55.1 million of reimbursements from the Managed Companies. | ||||||||||||||||||||||||
-2 | Primarily represents assets related to special servicing and the investment in crowd funding. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events | |
Dividends | |
On October 30, 2014, the Company declared a dividend of $0.10 per share of common stock. The common stock dividend will be paid on November 14, 2014 to stockholders of record as of the close of business on November 10, 2014. | |
American Healthcare Investors LLC | |
On November 7, 2014, the Company entered into an agreement to acquire an approximate 47% ownership interest in the business of American Healthcare Investors LLC (“AHI”), for upfront cash and stock consideration of $57.5 million, consisting of $37.5 million of cash and $20 million of the Company’s common stock, subject to certain lock-up and vesting restrictions. Refer to Part II, Item 5. “Other” for further discussion. There can be no assurance that the Company will complete the transaction described above on the terms contemplated or at all. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Quarterly Presentation | |
The accompanying unaudited combined consolidated financial statements and related notes of the Company are presented on a carve-out basis for the period prior to June 30, 2014 and have been prepared from the historical consolidated balance sheets, statements of operations and cash flow attributed to the historical asset management business of NorthStar Realty and in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Three months ended September 30, 2014 represent the Company subsequent to the spin-off as a stand alone entity. Certain information and note disclosures normally included in the consolidated financial statements prepared under U.S. GAAP have been condensed or omitted. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Registration Statement on Form 10, as amended, which was filed with the SEC. | |
The consolidated financial statements for the three months ended September 30, 2014 represent the Company subsequent to the spin-off of NorthStar Realty’s historical asset management business of managing the Sponsored Companies, owning NorthStar Securities and operating its special servicing business. In connection with the spin-off, most of NorthStar Realty’s employees at the time of the spin-off became employees of the Company except for executive officers, employees engaged in NorthStar Realty’s loan origination business at the time of the spin-off and certain other employees that became co-employees of both the Company and NorthStar Realty. Therefore, subsequent to June 30, 2014, the Company generally incurs substantially all employee-related cash costs. | |
Periods prior to June 30, 2014 present a carve-out of NorthStar Realty’s historical financial information, including revenues and expenses allocated to the Company, related to NorthStar Realty’s historical asset management business. Expenses also included an allocation of indirect expenses from NorthStar Realty, including salaries, equity-based compensation and other general and administrative expenses (primarily occupancy and other cost) based on an estimate had NorthStar Realty’s historical asset management business been run as an independent entity. This allocation method was principally based on relative headcount and management’s knowledge of NorthStar Realty’s operations. Additionally, periods prior to June 30, 2014 did not reflect the management agreement the Company entered into with NorthStar Realty effective July 1, 2014. | |
Principles of Consolidation | ' |
Principles of Consolidation | |
The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. | |
Variable Interest Entities | |
A variable interest entity (“VIE”) is defined as an entity in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The determination of whether an entity is a VIE includes both a qualitative and quantitative analysis. The Company bases its qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and relevant financial agreements and the quantitative analysis on the forecasted cash flow of the entity. | |
The Company reassesses its initial evaluation of an entity as a VIE upon the occurrence of certain reconsideration events. | |
A VIE must be consolidated only by its primary beneficiary, which is defined as the party who, along with its affiliates and agents has both the: (i) power to direct the activities that most significantly impact the VIE’s economic performance; and (ii) obligation to absorb the losses of the VIE or the right to receive the benefits from the VIE, which could be significant to the VIE. The Company determines whether it is the primary beneficiary of a VIE by considering qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of its investment; the obligation or likelihood for the Company or other interests to provide financial support; consideration of the VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders and the similarity with and significance to the business activities of the Company and the other interests. The Company reassesses its determination of whether it is the primary beneficiary of a VIE each reporting period. Significant judgments related to these determinations include estimates about the current and future fair value and performance of investments held by these VIEs and general market conditions. | |
The Company evaluates the Managed Companies, investments in unconsolidated ventures and securitization financing transactions to which the Company is the special servicer to determine whether they are a VIE. | |
Voting Interest Entities | |
A voting interest entity is an entity in which the total equity investment at risk is sufficient to enable it to finance its activities independently and the equity holders have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the losses of the entity and the right to receive the residual returns of the entity. The usual condition for a controlling financial interest in a voting interest entity is ownership of a majority voting interest. If the Company has a majority voting interest in a voting interest entity, the entity will generally be consolidated. The Company does not consolidate a voting interest entity if there are substantive participating rights by other parties and/or kick-out rights by a single party. | |
The Company performs on-going reassessments of whether entities previously evaluated under the voting interest framework have become VIEs, based on certain events, and therefore subject to the VIE consolidation framework. | |
Investments in Unconsolidated Ventures | |
Non-controlling, unconsolidated ownership interests in an entity may be accounted for using the equity method, at fair value or the cost method. | |
Under the equity method, the investment is adjusted each period for capital contributions and distributions and its share of the entity’s net income (loss). Capital contributions, distributions and net income (loss) of such entities are recorded in accordance with the terms of the governing documents. An allocation of net income (loss) may differ from the stated ownership percentage interest in such entity as a result of preferred returns and allocation formulas, if any, as described in such governing documents. | |
The Company may account for an investment in an unconsolidated entity at fair value by electing the fair value option. The Company records the change in fair value for its share of the projected future cash flow of such investments from one period to another in equity in earnings (losses) from unconsolidated ventures in the consolidated statements of operations. Any change in fair value attributed to market related assumptions is considered unrealized gain (loss). | |
The Company may account for an investment that does not qualify for equity method accounting or for which the fair value option was not elected using the cost method if the Company determines the investment in the unconsolidated entity is insignificant. Under the cost method, equity in earnings is recorded as dividends are received to the extent they are not considered a return of capital, which is recorded as a reduction of cost of the investment. | |
Non-controlling Interests | ' |
Non-controlling Interests | |
A non-controlling interest in a consolidated subsidiary is defined as the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company. A non-controlling interest is required to be presented as a separate component of equity on the consolidated balance sheets and presented separately as net income (loss) and other comprehensive income (loss) (“OCI”) attributable to controlling and non-controlling interests. An allocation to a non-controlling interest may differ from the stated ownership percentage interest in such entities as a result of preferred returns and allocation formulas, if any, as described in such governing documents. | |
Estimates | ' |
Estimates | |
The preparation of combined consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that could affect the amounts reported in the combined consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates and assumptions. | |
Reclassifications | ' |
Reclassifications | |
Certain prior period amounts have been reclassified in the combined consolidated financial statements to conform to current period presentation. | |
Revenue Recognition | ' |
Revenue Recognition | |
Asset Management and Other Fees | |
Asset management and other fees include asset management, incentive and other fees, such as acquisition and disposition fees, earned from the Managed Companies. Base asset management and other fees are recognized based on contractual terms specified in the underlying governing documents in the periods during which the related services are performed and the amounts have been contractually earned. Incentive fees and payments are recognized subject to the achievement of return hurdles in accordance with the respective terms set forth in the governing documents of the Managed Companies. | |
Selling Commission and Dealer Manager Fees and Commission Expense | |
Selling commission and dealer manager fees represents income earned by the Company for selling equity in the Sponsored Companies through NorthStar Securities. Selling commission and dealer manager fees and commission expense are accrued on a trade date basis. | |
Allowance for Doubtful Accounts | ' |
Allowance for Doubtful Accounts | |
An allowance for a doubtful account is established when, in the opinion of the Company, a full recovery of a receivable becomes doubtful. A receivable is written off when it is no longer collectible and/or legally discharged. As of September 30, 2014 and December 31, 2013, there was no allowance for doubtful accounts. | |
Equity-Based Compensation | ' |
Equity-Based Compensation | |
The Company accounts for equity-based compensation awards, including awards granted to co-employees, using the fair value method, which requires an estimate of fair value of the award at the time of grant. Awards may be based on a variety of measures such as time, performance, market or a combination thereof. For time-based awards, the Company recognizes compensation expense over the vesting period on a straight-line basis. For awards with performance or market measures, the Company recognizes compensation expense over the requisite service period, using the accelerated attribution expense method. For performance-based measures, the Company recognizes compensation expense, net of estimated forfeitures, based on an estimate of the probable achievement of such measures. For market-based measures, the Company recognizes compensation expense based on the initial estimate of the fair value of the award using a binomial model. | |
For awards with a combination of performance or market measures, the Company estimates the fair value as if it were two separate awards. First, the Company estimates the probability of achieving the performance measure. If it is not probable the performance condition will be met, the Company records the compensation expense based on the fair value of the market measure. This expense is recorded even if the market-based measure is never met. If the performance-based measure is subsequently estimated to be achieved, the Company records compensation expense based on the performance-based measure. The Company would then record a cumulative catch-up adjustment for any additional compensation expense. | |
Equity-based compensation issued to non-employees is accounted for using the fair value of the award at the earlier of the performance commitment date or performance completion date. The awards are remeasured every quarter based on the stock price as of the end of the reporting period until such awards vest, if any. | |
Foreign Currency Remeasurement | ' |
Foreign Currency Remeasurement | |
Assets and liabilities denominated in non-U.S. dollar currencies are remeasured at the exchange rate prevailing on the reporting date and revenues and expenses are remeasured at the average exchange rate for the period. The Company’s functional currency of its non-U.S. denominated assets and liabilities is the U.S. dollar. Therefore, any gains or losses from the remeasurement of foreign currency to U.S. dollars are recognized in earnings. | |
Comprehensive Income (Loss) | ' |
Comprehensive Income (Loss) | |
The Company had no items of other comprehensive income (loss), so its comprehensive loss is the same as the net loss for all periods presented. | |
Earnings Per Share | ' |
Earnings Per Share | |
The Company’s basic earnings per share (“EPS”) is calculated by dividing net income (loss) by the weighted average number of common stock outstanding, including restricted stock and participating securities. Diluted EPS reflects the potential dilution that could occur if outstanding restricted stock units (“RSUs”) or other contracts to issue common stock, assuming performance hurdles have been met, were converted to common stock, including Deferred LTIP Units (refer to Note 8), where such exercise or conversion would result in a lower EPS. The dilutive effect of such RSUs and Deferred LTIP Units is calculated assuming all units are converted to common stock, if any. | |
Income Taxes | ' |
Income Taxes | |
Certain subsidiaries of the Company were subject to taxation by federal, state and foreign authorities for the periods presented. Income taxes are accounted for by the asset/liability approach in accordance with U.S. GAAP. Deferred taxes represent the expected future tax consequences when the reported amounts of assets and liabilities are recovered or paid. Such amounts arise from differences between the financial reporting and tax bases of assets and liabilities and are adjusted for changes in tax laws and tax rates in the period which such changes are enacted. A provision for income tax represents the total of income taxes paid or payable for the current year, plus the change in deferred taxes during the year. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued an accounting update requiring a company to recognize as revenue the amount of consideration it expects to be entitled to in connection with the transfer of promised goods or services to customers. When it becomes effective on January 1, 2017, the accounting standard update will replace most of the existing revenue recognition guidance currently promulgated by U.S. GAAP. The Company is in the process of evaluating the impact, if any, of the update on its consolidated financial statements and related disclosures. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Schedule of other assets and other liabilities | ' | ||||||||
The following table presents a summary of other assets as of September 30, 2014 and December 31, 2013 (dollars in thousands): | |||||||||
September 30, 2014 (Unaudited) (1) | December 31, 2013 | ||||||||
Furniture, fixtures and equipment, net | $ | 5,047 | $ | 295 | |||||
Prepaid expenses | 2,651 | 547 | |||||||
Pending deal costs | 1,507 | — | |||||||
Security deposits | 2,414 | 34 | |||||||
Other | 446 | 109 | |||||||
Total | $ | 12,065 | $ | 985 | |||||
__________________ | |||||||||
-1 | Represents fixed assets, tenant improvements and deposits related to leased offices that were transferred to the Company at the time of the spin-off on June 30, 2014. |
Management_Agreements_and_Mana1
Management Agreements and Managed Companies (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Management Agreements [Abstract] | ' | |||||||||||||||
Schedule of Asset Management and Other Fees | ' | |||||||||||||||
The following table presents a summary of the fee arrangements with the current Sponsored Companies: | ||||||||||||||||
NorthStar | NorthStar | NorthStar | ||||||||||||||
Income | Healthcare | Income II | ||||||||||||||
Asset management fees (1) | 1.25% of Assets | 1.00% of Assets | 1.25% of Assets | |||||||||||||
Acquisition fees (2) | 1.00% of Investment | 1.00% of Investment (2.25% for real estate properties) | 1.00% of Investment | |||||||||||||
Disposition fees (3) | 1.0% of sales price | 1.0% of sales price of debt investment (2.00% for real estate properties) | 1.0% of sales price | |||||||||||||
Incentive payments (4) | 15% of net cash flows after an 8% return | 15% of net cash flows after a 6.75% return(5) | 15% of net cash flows after a 7% return | |||||||||||||
__________________ | ||||||||||||||||
-1 | Assets represent principal amount funded or allocated for debt investments originated or acquired and the cost of all other investments, including expenses and any financing attributable to such investments, less any principal received on debt and securities investments (or the Company’s proportionate share thereof in the case of an investment made in a joint venture). | |||||||||||||||
-2 | Calculated based on the amount funded or allocated by the Sponsored Company to originate or acquire investments, including acquisition expenses and any financing attributable to such investments (or the proportionate share thereof in the case of an equity investment made through a joint venture). | |||||||||||||||
-3 | Calculated based on contractual sales price of each investment sold. | |||||||||||||||
-4 | The Company is entitled to receive distributions equal to 15% of net cash flows of the respective Sponsored Company, whether from continuing operations, repayment of loans, disposition of assets or otherwise, but only after stockholders have received, in the aggregate, cumulative distributions equal to their invested capital plus the respective cumulative, non-compounded annual pre-tax return (as noted in the table above) on such invested capital. | |||||||||||||||
-5 | The Healthcare Strategic Partnership will be entitled to the incentive fees earned from managing NorthStar Healthcare, of which the Company will earn its proportionate interest (refer to Note 5). | |||||||||||||||
Schedule of Expense Arrangements with Sponsored Companies | ' | |||||||||||||||
The following table presents a summary of the expense arrangements with the current Sponsored Companies: | ||||||||||||||||
NorthStar Income | NorthStar Healthcare | NorthStar Income II | ||||||||||||||
Organization and offering costs (1) | $11.0 million (2) | $15.0 million, or 1.5% of the proceeds expected to be raised from the offering (4) | $24.8 million, or 1.5% of the proceeds expected to be raised from the offering | |||||||||||||
Operating costs (3) | Greater of 2.0% of its average invested assets or 25.0% of its net income | Greater of 2.0% of its average invested assets or 25.0% of its net income | Greater of 2.0% of its average invested assets or 25.0% of its net income | |||||||||||||
__________________ | ||||||||||||||||
-1 | Represents reimbursement for organization and offering costs paid on behalf of the Sponsored Company in connection with their respective offering. The Company is facilitating the payment of organization and offering costs on behalf of the Sponsored Companies. The Company records these costs as Receivables, related parties on its consolidated balance sheets until repaid. The Sponsored Companies record these costs as either advisory fees-related parties on their consolidated statements of operations or as a cost of capital in their consolidated statements of equity. | |||||||||||||||
-2 | Represents the total expense allocation for organization and offering costs through the end of the offering period in July 2013. | |||||||||||||||
-3 | Calculated based on the four preceding fiscal quarters not to exceed the greater of: (i) 2.0% of each Sponsored Company’s average invested assets; or (ii) 25.0% of each Sponsored Company’s net income determined without reduction for any additions to reserves for depreciation, loan losses or other similar non-cash reserves and excluding any gain from the sale of assets for that period. | |||||||||||||||
-4 | In October 2014, NorthStar Healthcare filed a registration statement on Form S-11 to the SEC seeking to register a follow-on public offering of up to $700 million in shares through 2016. This would increase the reimbursement for organization and offering costs paid on behalf of NorthStar Healthcare by $7.5 million. The registration statement for the follow-on offering has not yet been declared effective by the SEC. | |||||||||||||||
Schedule of Related Party Receivables | ' | |||||||||||||||
The following table presents receivables, related parties on the consolidated balance sheets as of September 30, 2014 and December 31, 2013 (dollars in thousands): | ||||||||||||||||
September 30, 2014 (Unaudited) | December 31, 2013 | |||||||||||||||
NorthStar Realty | ||||||||||||||||
Base management fee | $ | 38,047 | $ | — | ||||||||||||
Incentive fee | 1,316 | — | ||||||||||||||
Expense allocation | 1,155 | — | ||||||||||||||
Subtotal NorthStar Realty | 40,518 | — | ||||||||||||||
Sponsored Companies | ||||||||||||||||
Fees | 15,687 | 2,252 | ||||||||||||||
Other receivables | 21,634 | 20,894 | ||||||||||||||
Subtotal Sponsored Companies | 37,321 | 23,146 | ||||||||||||||
Other | 134 | 41 | ||||||||||||||
Total | $ | 77,973 | (1) | $ | 23,187 | |||||||||||
________________________ | ||||||||||||||||
(1) Subsequent to September 30, 2014, the Company received $39.4 million from NorthStar Realty and $15.7 million from the Sponsored Companies. | ||||||||||||||||
Schedule of Net Commission Revenue | ' | |||||||||||||||
The following table summarizes selling commission and dealer manager fees, commission expense and net commission income for the three and nine months ended September 30, 2014 and 2013 (dollar in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Selling commission and dealer manager fees | $ | 27,149 | $ | 1,639 | $ | 61,010 | $ | 51,214 | ||||||||
Commission expense | 25,691 | 1,629 | 57,389 | 46,504 | ||||||||||||
Net commission income(1) | $ | 1,458 | $ | 10 | $ | 3,621 | $ | 4,710 | ||||||||
________________________ | ||||||||||||||||
(1) Excludes direct expenses of NorthStar Securities. |
EquityBased_Compensation_Table
Equity-Based Compensation (Tables) | 9 Months Ended | ||||||
Sep. 30, 2014 | |||||||
Share-based Compensation [Abstract] | ' | ||||||
Summary of Deferred LTIP Units and Unvested Restricted Stock at Spinoff | ' | ||||||
The following table presents a summary of Deferred LTIP Units, whether vested or not, and unvested restricted stock from the time of the spin-off to September 30, 2014 (grants in thousands): | |||||||
Weighted | |||||||
Grants | Average | ||||||
Grant Price(3) | |||||||
As of June 30, 2014, time of the spin-off | 1,917 | $ | 22.91 | ||||
New grants(1) | 37 | 19.2 | |||||
Vesting of restricted stock post-spin | (47 | ) | 13.39 | ||||
Forfeited grants | (1 | ) | 23.8 | ||||
Ending Balance/Weighted Average(2) | 1,906 | $ | 23.07 | ||||
____________________________________________________________ | |||||||
-1 | Represents restricted common stock issued to the Company’s board of directors on July 1, 2014. | ||||||
-2 | Includes 0.8 million shares of restricted stock and 1.1 million vested and unvested Deferred LTIP Units as of September 30, 2014. | ||||||
-3 | Amounts have been retrospectively adjusted to reflect NorthStar Realty’s reverse split, which occurred prior to the spin-off on June 30, 2014. |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Stockholders' Equity Note Disclosure and Earnings Per Share Disclosure [Abstract] | ' | |||||||||||||||
Schedule of Earnings Per Share | ' | |||||||||||||||
The following table presents EPS for the three and nine months ended September 30, 2014 and 2013 (dollars and shares in thousands, except per share data): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Numerator: | ||||||||||||||||
Net income (loss) | $ | 18,744 | $ | 1,618 | $ | (11,808 | ) | $ | (2,859 | ) | ||||||
Denominator: | ||||||||||||||||
Weighted average number of shares of common stock | 188,634 | 188,597 | 188,609 | 188,597 | ||||||||||||
Dilutive effect of RSUs (1) | 4,996 | — | — | — | ||||||||||||
Dilutive effect of the Deferred LTIP units | 1,135 | — | — | — | ||||||||||||
Dilutive effect of the Healthcare Strategic Partnership RSUs | 500 | — | — | — | ||||||||||||
Weighted average number of diluted shares(2) | 195,265 | 188,597 | 188,609 | 188,597 | ||||||||||||
Earnings (loss) per share: | ||||||||||||||||
Basic | $ | 0.1 | $ | 0.01 | $ | (0.06 | ) | $ | (0.02 | ) | ||||||
Diluted | $ | 0.1 | $ | 0.01 | $ | (0.06 | ) | $ | (0.02 | ) | ||||||
________________________ | ||||||||||||||||
-1 | Represents 3.0 million shares related to the NSAM Stock Plan and 2.0 million shares related to the NorthStar Realty Stock Plan. | |||||||||||||||
-2 | Dilutive EPS excludes the effect of equity-based awards issued that were not dilutive for the periods presented. These instruments could potentially impact diluted EPS in future periods, depending on changes in the Company’s stock price and other factors. |
Segment_Reporting_Tables
Segment Reporting (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||||||
Schedule of segment reporting information | ' | ||||||||||||||||||||||||
The following tables present segment reporting for the three and nine months ended September 30, 2014 and 2013 (dollars in thousands): | |||||||||||||||||||||||||
Three months ended September 30, 2014 | NorthStar Realty (1) | Sponsored | Broker Dealer (2) | Other (3) | Corporate | Total | |||||||||||||||||||
Companies | |||||||||||||||||||||||||
Asset management and other fees, related parties | $ | 39,363 | $ | 17,158 | $ | — | $ | — | $ | — | $ | 56,521 | |||||||||||||
Selling commission and dealer manager fees, related parties | — | — | 27,149 | — | — | 27,149 | |||||||||||||||||||
Commission expense | — | — | 25,691 | — | — | 25,691 | |||||||||||||||||||
Salaries and related expense | — | — | 1,693 | — | 7,977 | 9,670 | |||||||||||||||||||
Equity-based compensation expense | — | — | — | — | 16,541 | 16,541 | |||||||||||||||||||
Other general and administrative expenses | — | — | 1,999 | — | 4,509 | 6,508 | |||||||||||||||||||
Income tax benefit (expense) | — | — | — | — | (6,087 | ) | (6,087 | ) | |||||||||||||||||
Net income (loss) | 39,363 | 11,788 | (2,257 | ) | 42 | (30,192 | ) | 18,744 | |||||||||||||||||
Three months ended September 30, 2013 | NorthStar Realty (1) | Sponsored | Broker Dealer (2) | Other (3) | Corporate | Total | |||||||||||||||||||
Companies | |||||||||||||||||||||||||
Asset management and other fees, related parties | $ | — | $ | 6,782 | $ | — | $ | — | $ | — | $ | 6,782 | |||||||||||||
Selling commission and dealer manager fees, related parties | — | — | 1,639 | — | — | 1,639 | |||||||||||||||||||
Commission expense | — | — | 1,629 | — | — | 1,629 | |||||||||||||||||||
Salaries and related expense | — | — | 1,283 | — | 2,141 | 3,424 | |||||||||||||||||||
Equity-based compensation expense | — | — | — | — | 1,006 | 1,006 | |||||||||||||||||||
Other general and administrative expenses | — | — | 1,090 | — | 59 | 1,149 | |||||||||||||||||||
Net income (loss) | — | 6,782 | (5,549 | ) | 403 | (18 | ) | 1,618 | |||||||||||||||||
__________________ | |||||||||||||||||||||||||
-1 | The Company began earning fees on July 1, 2014, in connection with the management agreement with NorthStar Realty (refer to Note 3). | ||||||||||||||||||||||||
-2 | Direct general and administrative expenses incurred by the broker dealer. | ||||||||||||||||||||||||
-3 | Primarily represents revenues and expenses related to special servicing. | ||||||||||||||||||||||||
Nine months ended September 30, 2014 | NorthStar Realty (1) | Sponsored | Broker Dealer (2) | Other (3) | Corporate | Total | |||||||||||||||||||
Companies | |||||||||||||||||||||||||
Asset management and other fees, related parties | $ | 39,363 | $ | 38,937 | $ | — | $ | — | $ | — | $ | 78,300 | |||||||||||||
Selling commission and dealer manager fees, related parties | — | — | 61,010 | — | — | 61,010 | |||||||||||||||||||
Commission expense | — | — | 57,389 | — | — | 57,389 | |||||||||||||||||||
Salaries and related expense | — | — | 5,053 | — | 16,941 | 21,994 | |||||||||||||||||||
Equity-based compensation expense | — | — | — | — | 30,286 | 30,286 | |||||||||||||||||||
Other general and administrative expenses | — | — | 6,081 | — | 4,711 | 10,792 | |||||||||||||||||||
Income tax benefit (expense) | — | — | — | — | (6,087 | ) | (6,087 | ) | |||||||||||||||||
Net income (loss) | 39,363 | 33,567 | (7,583 | ) | 167 | (77,322 | ) | (11,808 | ) | ||||||||||||||||
Nine months ended September 30, 2013 | NorthStar Realty(1) | Sponsored | Broker Dealer (2) | Other(3) | Corporate | Total | |||||||||||||||||||
Companies | |||||||||||||||||||||||||
Asset management and other fees, related parties | $ | — | $ | 17,077 | $ | — | $ | — | $ | — | $ | 17,077 | |||||||||||||
Selling commission and dealer manager fees, related parties | — | — | 51,214 | — | — | 51,214 | |||||||||||||||||||
Commission expense | — | — | 46,504 | — | — | 46,504 | |||||||||||||||||||
Salaries and related expense | — | — | 4,365 | — | 11,429 | 15,794 | |||||||||||||||||||
Equity-based compensation expense | — | — | — | — | 4,513 | 4,513 | |||||||||||||||||||
Other general and administrative expenses | — | — | 4,497 | — | 469 | 4,966 | |||||||||||||||||||
Net income (loss) | — | 17,077 | (4,204 | ) | 679 | (16,411 | ) | (2,859 | ) | ||||||||||||||||
__________________ | |||||||||||||||||||||||||
-1 | The Company began earning fees on July 1, 2014, in connection with the management agreement with NorthStar Realty (refer to Note 3). | ||||||||||||||||||||||||
-2 | Direct general and administrative expenses incurred by the broker dealer. | ||||||||||||||||||||||||
-3 | Primarily represents revenues and expenses related to special servicing. | ||||||||||||||||||||||||
The following table presents total assets by segment as of September 30, 2014 and December 31, 2013 (dollars in thousands): | |||||||||||||||||||||||||
Total Assets | NorthStar Realty (1) | Sponsored Companies (1) | Broker Dealer | Other (2) | Corporate | Total | |||||||||||||||||||
September 30, 2014 | $ | 40,441 | $ | 38,745 | $ | 8,465 | $ | 4,567 | $ | 109,897 | $ | 202,115 | |||||||||||||
December 31, 2013 | $ | — | $ | 23,149 | $ | 8,377 | $ | 183 | $ | — | $ | 31,709 | |||||||||||||
__________________ | |||||||||||||||||||||||||
-1 | Primarily represents the receivable, related parties as of September 30, 2014 and December 31, 2013, respectively. Subsequent to September 30, 2014, the Company received $55.1 million of reimbursements from the Managed Companies. | ||||||||||||||||||||||||
-2 | Primarily represents assets related to special servicing and the investment in crowd funding. |
Formation_and_Organization_Det
Formation and Organization (Details) (USD $) | 0 Months Ended | |
In Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2014 |
Variable Interest Entity [Line Items] | ' | ' |
Conversion rate of common stock | ' | 1 |
Length of management contract term | '20 years | ' |
NorthStar Realty Finance Corporation | ' | ' |
Variable Interest Entity [Line Items] | ' | ' |
Limited liability company interests contributed (percent) | 100.00% | ' |
Cash contributed | ' | 100 |
Cash Contributions for expenses related to the spin-off | ' | 17.9 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies-Other assets and liabilities (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Accounting Policies [Abstract] | ' | ' | |
Furniture, fixtures and equipment, net | $5,047 | [1] | $295 |
Prepaid expenses | 2,651 | [1] | 547 |
Pending deal costs | 1,507 | [1] | 0 |
Security deposits | 2,414 | [1] | 34 |
Other | 446 | [1] | 109 |
Total | $12,065 | [1] | $985 |
[1] | Represents fixed assets, tenant improvements and deposits related to leased offices that were transferred to the Company at the time of the spin-off on June 30, 2014. |
Management_Agreements_and_Mana2
Management Agreements and Managed Companies - Narrative (Details) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | |||||||||||
Jul. 01, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Jul. 01, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Oct. 01, 2014 | Nov. 07, 2014 | |
$0.195 to $0.225 | Above $0.225 | NorthStar Income | NorthStar RXR New York Metro | Class A common stock | Class A common stock | Class A common stock | Class A common stock | NorthStar Realty Finance Corporation | Minimum | Maximum | Subsequent Event | Subsequent Event | |||||||||
NorthStar RXR New York Metro | NorthStar RXR New York Metro | NorthStar Realty Finance Corporation | RXR Realty | $0.195 to $0.225 | $0.195 to $0.225 | ||||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Length of management contract term | ' | '20 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Length of additional option on management contract | ' | '20 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Base management fees | ' | ' | $38,000,000 | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual asset management fee rate (percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' |
Additional annual base management fee | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Incentive management fee | ' | ' | 1,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Incentive fee (usd per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.45 | ' | ' | ' | ' | ' | ' | ' | $0.39 | $0.45 | ' | ' |
Incentive fee (percent) | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expenses covered by NorthStar Realty (percent) | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional expenses covered by NorthStar Realty | ' | ' | 1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sponsor Fees | ' | ' | 17,200,000 | 6,782,000 | ' | 38,900,000 | 17,077,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitment to invest in initial public offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' |
Commitment to invest as distribution support | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' |
Proceeds from issuance initial public offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Projected proceeds from public offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitment to purchase common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' |
Period to fulfill commitment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' |
Commitment to purchase common stock (percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75.00% | 25.00% | ' | ' | ' | ' | ' |
Unreimbursed costs receivable | ' | ' | 24,100,000 | ' | ' | 24,100,000 | ' | 23,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reimbursement revenue | ' | ' | ' | ' | ' | $16,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $55,100,000 |
Selling commission as percentage of gross primary offering proceeds (percent) | ' | ' | ' | ' | ' | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dealer manager fee rate, percent of gross proceeds (percent) | ' | ' | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Management_Agreements_and_Mana3
Management Agreements and Managed Companies - Parenthetical (Details) | 9 Months Ended | 0 Months Ended | ||||||
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Oct. 01, 2014 | ||||
NorthStar Income | NorthStar Healthcare | NorthStar Income II | Subsequent Event | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | |||
Annual asset management fee rate (percent) | ' | 1.25% | [1] | 1.00% | [1] | 1.25% | [1] | 1.50% |
Acquisition Fees (percent of investment) | ' | 1.00% | [2] | 1.00% | [2] | 1.00% | [2] | ' |
Acquisition Fees (percent of real estate properties) | ' | ' | 2.25% | [2] | ' | ' | ||
Disposition Fees (percent of sales price) | ' | 1.00% | [3] | 1.00% | [3] | 1.00% | [3] | ' |
Disposition Fees (percent of real estate properties sales price) | ' | ' | 2.00% | [3] | ' | ' | ||
Incentive Payments (percent of net cash flows) | 15.00% | 15.00% | [4] | 15.00% | [4],[5] | 15.00% | [4] | ' |
Return Percent (percent) | ' | 8.00% | [4] | 6.75% | [4],[5] | 7.00% | [4] | ' |
[1] | Assets represent principal amount funded or allocated for debt investments originated or acquired and the cost of all other investments, including expenses and any financing attributable to such investments, less any principal received on debt and securities investments (or the Companybs proportionate share thereof in the case of an investment made in a joint venture). | |||||||
[2] | Calculated based on the amount funded or allocated by the Sponsored Company to originate or acquire investments, including acquisition expenses and any financing attributable to such investments (or the proportionate share thereof in the case of an equity investment made through a joint venture). | |||||||
[3] | Calculated based on contractual sales price of each investment sold. | |||||||
[4] | The Company is entitled to receive distributions equal to 15% of net cash flows of the respective Sponsored Company, whether from continuing operations, repayment of loans, disposition of assets or otherwise, but only after stockholders have received, in the aggregate, cumulative distributions equal to their invested capital plus the respective cumulative, non-compounded annual pre-tax return (as noted in the table above) on such invested capital. | |||||||
[5] | The Healthcare Strategic Partnership will be entitled to the incentive fees earned from managing NorthStar Healthcare, of which the Company will earn its proportionate interest (refer to Note 5). |
Management_Agreements_and_Mana4
Management Agreements and Managed Companies - Parenthetical 2 (Details) (USD $) | 9 Months Ended | 1 Months Ended | ||||||
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Oct. 31, 2014 | ||||
NorthStar Income | NorthStar Healthcare | NorthStar Income II | Subsequent Event | |||||
NorthStar Healthcare | ||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | |||
Organization and offering costs | ' | $11,000,000 | [1],[2] | $15,000,000 | [1],[3] | $24,800,000 | [1] | ' |
Organization and offering costs (percent of proceeds expected to be raised) | ' | ' | 1.50% | [1],[3] | 1.50% | [1] | ' | |
Operating costs (percent of average invested assets) | 2.00% | 2.00% | [4] | 2.00% | [4] | 2.00% | [4] | ' |
Operating costs (percent of net income) | 25.00% | 25.00% | [4] | 25.00% | [4] | 25.00% | [4] | ' |
Follow-on public offering | ' | ' | ' | ' | 700,000,000 | |||
Increase to reimbursable organization and offering costs | ' | ' | ' | ' | $7,500,000 | |||
[1] | Represents reimbursement for organization and offering costs paid on behalf of the Sponsored Company in connection with their respective offering. The Company is facilitating the payment of organization and offering costs on behalf of the Sponsored Companies. The Company records these costs as Receivables, related parties on its consolidated balance sheets until repaid. The Sponsored Companies record these costs as either advisory fees-related parties on their consolidated statements of operations or as a cost of capital in their consolidated statements of equity. | |||||||
[2] | Represents the total expense allocation for organization and offering costs through the end of the offering period in JulyB 2013. | |||||||
[3] | In October 2014, NorthStar Healthcare filed a registration statement on Form S-11 to the SEC seeking to register a follow-on public offering of up to $700 million in shares through 2016. This would increase the reimbursement for organization and offering costs paid on behalf of NorthStar Healthcare by $7.5 million. The registration statement for the follow-on offering has not yet been declared effective by the SEC. | |||||||
[4] | Calculated based on the four preceding fiscal quarters not to exceed the greater of: (i) 2.0% of each Sponsored Companybs average invested assets; or (ii) 25.0% of each Sponsored Companybs net income determined without reduction for any additions to reserves for depreciation, loan losses or other similar non-cash reserves and excluding any gain from the sale of assets for that period. |
Management_Agreements_and_Mana5
Management Agreements and Managed Companies - Related Party Receivables (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Nov. 07, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Nov. 07, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
NorthStar Realty Finance Corporation | NorthStar Realty Finance Corporation | NorthStar Realty Finance Corporation | Sponsored Companies | Sponsored Companies | Sponsored Companies | Other Affiliates [Member] | Other Affiliates [Member] | ||||
Subsequent Event | Subsequent Event | ||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Base management fee | ' | ' | $38,047,000 | $0 | ' | ' | ' | ' | ' | ' | |
Incentive fee | ' | ' | 1,316,000 | 0 | ' | ' | ' | ' | ' | ' | |
Expense allocation | ' | ' | 1,155,000 | 0 | ' | ' | ' | ' | ' | ' | |
Receivables, related parties | 77,973,000 | [1] | 23,187,000 | 40,518,000 | 0 | ' | 37,321,000 | 23,146,000 | ' | ' | ' |
Fees | ' | ' | ' | ' | ' | 15,687,000 | 2,252,000 | ' | ' | ' | |
Related Party Transactions, Other Receivables | ' | ' | ' | ' | ' | 21,634,000 | 20,894,000 | ' | 134,000 | 41,000 | |
Payment of Receivable from Related Parties | ' | ' | ' | ' | $39,400,000 | ' | ' | $15,700,000 | ' | ' | |
[1] | Subsequent to September 30, 2014, the Company received $39.4 million from NorthStar Realty and $15.7 million from the Sponsored Companies. |
Management_Agreements_and_Mana6
Management Agreements and Managed Companies - Summary of Net Commission Income (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||||
Management Agreements [Abstract] | ' | ' | ' | ' | ||||
Selling commission and dealer manager fees, related parties | $27,149 | $1,639 | $61,010 | $51,214 | ||||
Commission expense | 25,691 | 1,629 | 57,389 | 46,504 | ||||
Related Party Transaction, Net Commission Revenue | $1,458 | [1] | $10 | [1] | $3,621 | [1] | $4,710 | [1] |
[1] | Excludes direct expenses of NorthStar Securities. |
Investments_in_Unconsolidated_1
Investments in Unconsolidated Ventures (Details) (USD $) | 9 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
Distribution Finance Corporation | Distribution Finance Corporation | Distribution Finance Corporation | Minimum | |||
Distribution Finance Corporation | ||||||
Investments in and Advances to Affiliates [Line Items] | ' | ' | ' | ' | ' | ' |
Ownership percentage (percent) | ' | ' | ' | 50.00% | ' | ' |
Contribution to equity method investments | ' | ' | ' | $4,000,000 | ' | ' |
Fee on syndicated investments (percent) | ' | ' | ' | ' | 0.50% | ' |
Annual asset management fee rate (percent) | ' | ' | ' | ' | ' | 1.00% |
Incentive fee (percent) | ' | ' | 15.00% | ' | 15.00% | ' |
Equity method investments | ' | ' | 3,900,000 | ' | 3,900,000 | ' |
Equity in (earnings) losses of unconsolidated ventures | $74,000 | $0 | $100,000 | ' | $100,000 | ' |
Related_Party_Arrangements_Det
Related Party Arrangements (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Healthcare Strategic Partnership | Minimum | ' |
Line of Credit Facility [Abstract] | ' |
Incentive fee (percent) | 20.00% |
Healthcare Strategic Partnership | Maximum | ' |
Line of Credit Facility [Abstract] | ' |
Incentive fee (percent) | 25.00% |
Revolving Credit Facility | NorthStar Realty Finance Corporation | ' |
Line of Credit Facility [Abstract] | ' |
Borrowing capacity | $250,000,000 |
Term of financing option | '5 years |
Financial covenant, unrestricted cash or cash equivalents amount | $100,000,000 |
Revolving Credit Facility | LIBOR | NorthStar Realty Finance Corporation | ' |
Line of Credit Facility [Abstract] | ' |
Basis spread on variable rate (percent) | 3.50% |
EquityBased_Compensation_Narra
Equity-Based Compensation - Narrative (Details) (USD $) | 3 Months Ended | 9 Months Ended | 6 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | ||||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Jun. 30, 2014 | Apr. 03, 2014 | 31-May-14 | Sep. 30, 2014 | Sep. 30, 2014 | Jul. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
Incentive Compensation Plan | NorthStar Realty Finance Corporation | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Restricted Stock | Restricted Stock | LTIP | ||||||
Omnibus Stock Incentive Plan | NorthStar Realty Finance Corporation | Healthcare Strategic Joint Venture | NorthStar Realty Finance Corporation | NorthStar Realty Finance Corporation | ||||||||||
Incentive Compensation Plan | Incentive Compensation Plan | Omnibus Stock Incentive Plan | Omnibus Stock Incentive Plan | |||||||||||
Executive Officer | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Equity instruments other than options, granted in period (shares) | 37,000 | [1] | ' | ' | ' | ' | ' | 6,230,529 | 1,338,785 | 1,968,111 | 500,000 | ' | ' | ' |
Award vesting period | ' | ' | ' | ' | '4 years | ' | '4 years | ' | ' | ' | '3 years | ' | ' | |
Percent of RSUs subject to performance based hurdles (percent) | ' | ' | ' | ' | ' | ' | 40.00% | ' | ' | ' | ' | ' | ' | |
Percent of RSUs, subject to performance-based hurdles, total shareholder return (percent) | ' | ' | ' | ' | ' | ' | 30.00% | ' | ' | ' | ' | ' | ' | |
Percent of RSUs subject to performance based hurdles, total shareholder return, Russell 2000 Index (percent) | ' | ' | ' | ' | ' | ' | 30.00% | ' | ' | ' | ' | ' | ' | |
Cash bonus pool, percent of company's revenues (percent) | ' | ' | ' | ' | 17.00% | ' | ' | ' | ' | ' | ' | ' | ' | |
Maximum Long-term bonus and other compensation covered by NorthStar (percent) | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of units subject to vesting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 781,187 | 982,977 | |
LTIP units issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,135,599 | |
Equity-based compensation expense | $16,541 | $1,006 | $30,286 | $4,513 | ' | $13,700 | ' | ' | ' | ' | ' | ' | ' | |
[1] | Represents restricted common stock issued to the Companybs board of directors on July 1, 2014. |
EquityBased_Compensation_Summa
Equity-Based Compensation - Summary of Deferred LTIP Units and Restricted Stock (Details) (USD $) | 3 Months Ended | |
Sep. 30, 2014 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' | |
Ending Balance/Weighted Average, Grants | 1,916,787 | |
New grants, Grants | 37,000 | [1] |
Vesting of restricted stock post-spin, Grants | -46,621 | |
Forfeited grants, Grants | -875 | |
Ending Balance/Weighted Average, Grants | 1,906,000 | [2] |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ' | |
Beginning Balance, As of time of the spin-off, Weighted Average Grant Price | $22.91 | [3] |
New grants, Weighted Average Grant Price | $19.20 | [1],[3] |
Vesting of restricted stock post-spin, Weighted Average Grant Price | $13.39 | [3] |
Forfeited grants, Weighted Average Grant Price | $23.80 | [3] |
Ending Balance/Weighted Average, Weighted Average Grant Price | $23.07 | [2],[3] |
Restricted Stock | ' | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ' | |
Restricted stock and vested and unvested Deferred LTIP Units (shares) | 800,000 | |
LTIP | ' | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ' | |
Restricted stock and vested and unvested Deferred LTIP Units (shares) | 1,100,000 | |
[1] | Represents restricted common stock issued to the Companybs board of directors on July 1, 2014. | |
[2] | Includes 0.8 million shares of restricted stock and 1.1 million vested and unvested Deferred LTIP Units as of September 30, 2014. | |
[3] | Amounts have been retrospectively adjusted to reflect NorthStar Realtybs reverse split, which occurred prior to the spin-off on June 30, 2014. |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 1 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Jul. 31, 2014 | Sep. 30, 2014 | Apr. 03, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |||||||
Omnibus Stock Incentive Plan | NorthStar Realty Finance Corporation | Restricted Stock | Performance Shares [Member] | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | LTIP | LTIP | LTIP | LTIP | ||||||||||||
Omnibus Stock Incentive Plan | Omnibus Stock Incentive Plan | Omnibus Stock Incentive Plan | Omnibus Stock Incentive Plan | Healthcare Strategic Joint Venture | Healthcare Strategic Joint Venture | Healthcare Strategic Joint Venture | Healthcare Strategic Joint Venture | Deferred LTIP | Deferred LTIP | Deferred LTIP | Deferred LTIP | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Number of restricted common shares issued | ' | ' | ' | ' | ' | ' | ' | 37,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Fair value of restricted common shares at grant date | ' | ' | ' | ' | ' | ' | ' | $700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Award vesting period | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Capital Units, Authorized | 1,600,000,000 | ' | 1,600,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Capital shares authorized | 1,000,000,000 | ' | 1,000,000,000 | ' | 3,000 | ' | ' | ' | 500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Common stock, par value | $0.01 | ' | $0.01 | ' | $0.01 | ' | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Numerator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Net income (loss) | $18,744,000 | $1,618,000 | ($11,808,000) | ($2,859,000) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Denominator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Weighted average number of shares of common stock | 188,634,329 | 188,596,829 | 188,609,466 | 188,596,829 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Dilutive effect (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,996,000 | [1] | 0 | [1] | 0 | [1] | 0 | [1] | 500,000 | 0 | 0 | 0 | 1,135,000 | 0 | 0 | 0 | ||
Weighted average number of diluted shares | 195,265,065 | 188,596,829 | 188,609,466 | 188,596,829 | ' | 3,000,000 | [1] | 2,000,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Earnings (loss) per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Basic (usd per share) | $0.10 | $0.01 | ($0.06) | ($0.02) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Diluted (usd per share) | $0.10 | $0.01 | ($0.06) | ($0.02) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
[1] | Represents 3.0 million shares related to the NSAM Stock Plan and 2.0 million shares related to the NorthStar Realty Stock Plan. |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Income tax provision | $6,087 | $0 | $6,087 | $0 |
Effective rate | 20.00% | ' | ' | ' |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | |||||||||||||||||||||||||||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Nov. 07, 2014 | ||||||||||||||||||||||
segment | NorthStar Realty Finance Corporation | NorthStar Realty Finance Corporation | NorthStar Realty Finance Corporation | NorthStar Realty Finance Corporation | NorthStar Realty Finance Corporation | Sponsored Companies | Sponsored Companies | Sponsored Companies | Sponsored Companies | Sponsored Companies | Broker Dealer | Broker Dealer | Broker Dealer | Broker Dealer | Broker Dealer | Other | Other | Other | Other | Other | Corporate | Corporate | Corporate | Corporate | Corporate | Subsequent Event | ||||||||||||||||||||||||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||||||||||||
Number of Reportable Segments | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||||||||||||
Asset management and other fees, related parties | $56,521,000 | [1] | $6,782,000 | [1] | $78,300,000 | [1] | $17,077,000 | [1] | ' | $39,363,000 | [2] | $0 | [2] | $39,363,000 | [2] | $0 | [2] | ' | $17,158,000 | $6,782,000 | $38,937,000 | $17,077,000 | ' | $0 | [3] | $0 | [3] | $0 | [3] | $0 | [3] | ' | $0 | [4] | $0 | [4] | $0 | [4] | $0 | [4] | ' | $0 | $0 | $0 | $0 | ' | ' | |||||
Selling commission and dealer manager fees, related parties | 27,149,000 | 1,639,000 | 61,010,000 | 51,214,000 | ' | 0 | [2] | 0 | [2] | 0 | [2] | 0 | [2] | ' | 0 | 0 | 0 | 0 | ' | 27,149,000 | [3] | 1,639,000 | [3] | 61,010,000 | [3] | 51,214,000 | [3] | ' | 0 | [4] | 0 | [4] | 0 | [4] | 0 | [4] | ' | 0 | 0 | 0 | 0 | ' | ' | |||||||||
Commission expense | 25,691,000 | 1,629,000 | 57,389,000 | 46,504,000 | ' | 0 | [2] | 0 | [2] | 0 | [2] | 0 | [2] | ' | 0 | 0 | 0 | 0 | ' | 25,691,000 | [3] | 1,629,000 | [3] | 57,389,000 | [3] | 46,504,000 | [3] | ' | 0 | [4] | 0 | [4] | 0 | [4] | 0 | [4] | ' | 0 | 0 | 0 | 0 | ' | ' | |||||||||
Salaries and related expense | 9,670,000 | 3,424,000 | 21,994,000 | 15,794,000 | ' | 0 | [2] | 0 | [2] | 0 | [2] | 0 | [2] | ' | 0 | 0 | 0 | 0 | ' | 1,693,000 | [3] | 1,283,000 | [3] | 5,053,000 | [3] | 4,365,000 | [3] | ' | 0 | [4] | 0 | [4] | 0 | [4] | 0 | [4] | ' | 7,977,000 | 2,141,000 | 16,941,000 | 11,429,000 | ' | ' | |||||||||
Equity-based compensation expense | 16,541,000 | 1,006,000 | 30,286,000 | 4,513,000 | ' | 0 | [2] | 0 | [2] | 0 | [2] | 0 | [2] | ' | 0 | 0 | 0 | 0 | ' | 0 | [3] | 0 | [3] | 0 | [3] | 0 | [3] | ' | 0 | [4] | 0 | [4] | 0 | [4] | 0 | [4] | ' | 16,541,000 | 1,006,000 | 30,286,000 | 4,513,000 | ' | ' | |||||||||
Other general and administrative expenses | 6,508,000 | 1,149,000 | 10,792,000 | 4,966,000 | ' | 0 | [2] | 0 | [2] | 0 | [2] | 0 | [2] | ' | 0 | 0 | 0 | 0 | ' | 1,999,000 | [3] | 1,090,000 | [3] | 6,081,000 | [3] | 4,497,000 | [3] | ' | 0 | [4] | 0 | [4] | 0 | [4] | 0 | [4] | ' | 4,509,000 | 59,000 | 4,711,000 | 469,000 | ' | ' | |||||||||
Income tax (expense) benefit | -6,087,000 | 0 | -6,087,000 | 0 | ' | 0 | ' | 0 | [2] | ' | ' | 0 | ' | 0 | ' | ' | 0 | ' | 0 | [3] | ' | ' | 0 | ' | 0 | [4] | ' | ' | -6,087,000 | ' | 6,087,000 | ' | ' | ' | ||||||||||||||||||
Net income (loss) | 18,744,000 | 1,618,000 | -11,808,000 | -2,859,000 | ' | 39,363,000 | [2] | 0 | [2] | 39,363,000 | [2] | 0 | [2] | ' | 11,788,000 | 6,782,000 | 33,567,000 | 17,077,000 | ' | -2,257,000 | [3] | -5,549,000 | [3] | -7,583,000 | [3] | -4,204,000 | [3] | ' | 42,000 | [4] | 403,000 | [4] | 167,000 | [4] | 679,000 | [4] | ' | -30,192,000 | -18,000 | -77,322,000 | -16,411,000 | ' | ' | |||||||||
Assets | 202,115,000 | ' | 202,115,000 | ' | 31,709,000 | 40,441,000 | [5] | ' | 40,441,000 | [5] | ' | 0 | [5] | 38,745,000 | [5] | ' | 38,745,000 | [5] | ' | 23,149,000 | [5] | 8,465,000 | ' | 8,465,000 | ' | 8,377,000 | 4,567,000 | [6] | ' | 4,567,000 | [6] | ' | 183,000 | [6] | 109,897,000 | ' | 109,897,000 | ' | 0 | ' | ||||||||||||
Reimbursement revenue | ' | ' | $16,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $55,100,000 | |||||||||||||||||||||
[1] | The Company began earning fees on July 1, 2014, in connection with the management agreement with NorthStar Realty (refer to Note 1). | |||||||||||||||||||||||||||||||||||||||||||||||||||
[2] | The Company began earning fees on July 1, 2014, in connection with the management agreement with NorthStar Realty (refer to Note 3). | |||||||||||||||||||||||||||||||||||||||||||||||||||
[3] | Direct general and administrative expenses incurred by the broker dealer. | |||||||||||||||||||||||||||||||||||||||||||||||||||
[4] | Primarily represents revenues and expenses related to special servicing. | |||||||||||||||||||||||||||||||||||||||||||||||||||
[5] | Primarily represents the receivable, related parties as of September 30, 2014 and December 31, 2013, respectively. Subsequent to September 30, 2014, the Company received $55.1 million of reimbursements from the Managed Companies. | |||||||||||||||||||||||||||||||||||||||||||||||||||
[6] | Primarily represents assets related to special servicing and the investment in crowd funding. |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 0 Months Ended | |||
In Millions, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Oct. 30, 2014 | Nov. 07, 2014 | Nov. 07, 2014 |
Subsequent Event | American Healthcare Investors, LLC [Member] | American Healthcare Investors, LLC [Member] | |||||
Subsequent Event | Subsequent Event | ||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Dividends per share of common stock | $0.10 | $0 | $0.10 | $0 | $0.10 | ' | ' |
Percent of ownership acquired | ' | ' | ' | ' | ' | ' | 47.00% |
Cash and stock consideration | ' | ' | ' | ' | ' | $57.50 | ' |
Cash paid to acquire business | ' | ' | ' | ' | ' | 37.5 | ' |
Common stock consideration | ' | ' | ' | ' | ' | ' | $20 |