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: |
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• | cumulative net proceeds of all future common equity and preferred equity issued by NorthStar Realty; | | | | | | | | | | | | | | |
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• | equity issued by NorthStar Realty in exchange or conversion of exchangeable senior notes based on the stock price at the date of issuance; | | | | | | | | | | | | | | |
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• | 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 | | | | | | | | | | | | | | |
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• | 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: |
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• | 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 | | | | | | | | | | | | | | |
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• | 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; | | | | | | | | | | | | | | |
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• | 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: |
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| | 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 | | | | | | | | | |
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-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). | | | | | | | | | | | | | | |
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-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). | | | | | | | | | | | | | | |
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-3 | Calculated based on contractual sales price of each investment sold. | | | | | | | | | | | | | | |
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-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. | | | | | | | | | | | | | | |
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-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). | | | | | | | | | | | | | | |
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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. |
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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. |
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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: |
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| | 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 | | | | | | | | | |
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-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. | | | | | | | | | | | | | | |
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-2 | Represents the total expense allocation for organization and offering costs through the end of the offering period in July 2013. | | | | | | | | | | | | | | |
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-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. | | | | | | | | | | | | | | |
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-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. | | | | | | | | | | | | | | |
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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. |
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The following table presents receivables, related parties on the consolidated balance sheets as of September 30, 2014 and December 31, 2013 (dollars in thousands): |
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| September 30, 2014 (Unaudited) | | December 31, 2013 | | | | | | | | |
NorthStar Realty | | | | | | | | | | | |
Base management fee | $ | 38,047 | | | $ | — | | | | | | | | | |
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Incentive fee | 1,316 | | | — | | | | | | | | | |
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Expense allocation | 1,155 | | | — | | | | | | | | | |
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Subtotal NorthStar Realty | 40,518 | | | — | | | | | | | | | |
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Sponsored Companies | | | | | | | | | | | |
Fees | 15,687 | | | 2,252 | | | | | | | | | |
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Other receivables | 21,634 | | | 20,894 | | | | | | | | | |
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Subtotal Sponsored Companies | 37,321 | | | 23,146 | | | | | | | | | |
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Other | 134 | | | 41 | | | | | | | | | |
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Total | $ | 77,973 | | (1) | $ | 23,187 | | | | | | | | | |
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(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): |
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| 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 | |
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Commission expense | 25,691 | | | 1,629 | | | 57,389 | | | 46,504 | |
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Net commission income(1) | $ | 1,458 | | | $ | 10 | | | $ | 3,621 | | | $ | 4,710 | |
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(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. |