Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 26, 2015 | Jun. 30, 2014 | |
Document and Entity Information | |||
Entity Registrant Name | NORTHSTAR ASSET MANAGEMENT GROUP INC. | ||
Entity Central Index Key | 1597503 | ||
Entity Current Reporting Status | Yes | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Share Outstanding | 193,848,317 | ||
Amendment Flag | FALSE | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $0 |
Combined_Consolidated_Balance_
Combined Consolidated Balance Sheet (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Assets | |||
Cash | $109,199 | $7,537 | |
Restricted cash | 3,190 | 0 | |
Receivables, related parties | 77,626 | [1] | 23,187 |
Investments in unconsolidated ventures | 54,480 | 0 | |
Other assets | 22,492 | [2] | 985 |
Total assets | 266,987 | 31,709 | |
Liabilities | |||
Accounts payable and accrued expenses | 53,075 | 1,373 | |
Commission payable | 12,164 | 1,968 | |
Total liabilities | 65,239 | 3,341 | |
Commitments and contingencies | |||
Equity | |||
Performance common stock, $0.01 par value, 500,000,000 shares authorized; 3,738,314 shares and no shares issued and outstanding as of December 31, 2014 and 2013, respectively | 37 | 0 | |
Preferred stock, $0.01 par value, 100,000,000 shares authorized, no shares issued and outstanding as of December 31, 2014 and 2013 | 0 | 0 | |
Common stock, $0.01 par value, 1,000,000,000 and 3,000 shares authorized, 192,947,856 and 1,000 shares issued and outstanding as of December 31, 2014 and 2013, respectively | 1,930 | 0 | |
Additional paid-in capital | 276,874 | 105,498 | |
Retained earnings (accumulated deficit) | -77,093 | -77,130 | |
Total equity | 201,748 | 28,368 | |
Total liabilities and equity | $266,987 | $31,709 | |
[1] | As of December 31, 2014 and 2013, the Company had unreimbursed costs from the Sponsored Companies of $29.3 million and $20.9 million respectively, recorded as receivables, related parties on the combined consolidated balance sheets. Subsequent to December 31, 2014, the Company received $47.4 million from NorthStar Realty. | ||
[2] | Includes 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 $) | Dec. 31, 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 | 192,947,856 | 1,000 |
Common stock, shares outstanding | 192,947,856 | 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 |
Performance Stock, Par or Stated Value Per Share | $10 | $10 |
Performance Stock, Shares Authorized | 500,000,000,000 | 500,000,000,000 |
Performance Stock, Shares, Issued | 3,738,314,000 | 0 |
Performance Stock, Shares, Outstanding | 3,738,314,000 | 0 |
Combined_Consolidated_Statemen
Combined Consolidated Statements of Operations (USD $) | 12 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Revenues | ||||||
Asset management and other fees, related parties | $147,738 | [1],[2] | $26,633 | [1] | $8,112 | [1] |
Selling commission and dealer manager fees, related parties | 110,563 | [2] | 62,572 | 42,385 | ||
Other income | 841 | [2] | 733 | 264 | ||
Total revenues | 259,142 | [2] | 89,938 | 50,761 | ||
Expenses | ||||||
Commission expense (refer to Note 3) | 104,428 | [2] | 57,325 | 38,506 | ||
Transaction costs | 24,476 | [2] | 1,590 | 0 | ||
Other expense | 1,905 | [2] | 145 | 290 | ||
General and administrative expenses | ||||||
Salaries and related expense | 37,205 | [2] | 21,344 | 20,217 | ||
Equity-based compensation expense | 51,650 | [2] | 5,177 | 4,224 | ||
Other general and administrative expenses | 17,717 | [2] | 6,352 | 4,846 | ||
Total general and administrative expenses | 106,572 | [2] | 32,873 | 29,287 | ||
Total expenses | 237,381 | [2] | 91,933 | 68,083 | ||
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax (benefit) expense | 21,761 | [2] | -1,995 | -17,322 | ||
Equity in earnings (losses) of unconsolidated ventures | -1,039 | [2] | 0 | 0 | ||
Income (loss) before income tax (benefit) expense | 20,722 | [2] | -1,995 | -17,322 | ||
Current income tax (benefit) expense | 4,953 | [2] | 0 | 0 | ||
Deferred income tax (benefit) expense | -3,331 | [2] | 0 | 0 | ||
Net income (loss) | $19,100 | [2] | ($1,995) | ($17,322) | ||
Earnings (loss) per share: | ||||||
Net income (loss) per Basic (usd per share) | $0.10 | [2] | ($0.01) | ($0.09) | ||
Net income (loss) per Dilutive (usd per share) | $0.10 | [2] | ($0.01) | ($0.09) | ||
Weighted average number of shares: | ||||||
Basic (shares) | 187,852,497 | [2] | 187,815,614 | 187,815,614 | ||
Dilutive (shares) | 194,408,211 | [2],[3] | 187,815,614 | [3] | 187,815,614 | [3] |
[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 combined consolidated financial statements for the year ended December 31, 2014 include: (i) the Company’s results of operations for the six months ended December 31, 2014, which represents the Company’s results of operations following the spin-off of NorthStar Realty’s historical asset management business on June 30, 2014; and (ii) the Company’s results of operations for the six months ended June 30, 2014 which represents a carve-out of revenues and expenses attributable to the Company related to NorthStar Realty’s historical asset management business. The Company historical financial information for the years ended December 31, 2013 and 2012 was prepared on the same basis as the six months ended June 30, 2014. As a result, results of operations for the year ended December 31, 2014 may not be comparative to the Company’s results of operations reported for the prior periods presented. | |||||
[3] | Diluted 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. |
Combined_Consolidated_Statemen1
Combined Consolidated Statements of Equity (USD $) | Total | Performance Stock | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) |
In Thousands, except Share data, unless otherwise specified | |||||
Beginning Balance at Dec. 31, 2011 | $6,813 | $0 | $0 | $64,626 | ($57,813) |
Beginning Balance (shares) at Dec. 31, 2011 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Capital contribution of NorthStar Realty | 28,384 | 28,384 | |||
Net income (loss) | -17,322 | -17,322 | |||
Ending Balance at Dec. 31, 2012 | 17,875 | 0 | 0 | 93,010 | -75,135 |
Ending Balance (shares) at Dec. 31, 2012 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity | |||||
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 | 0 | 105,498 | -77,130 |
Beginning Balance (shares) at Dec. 31, 2013 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Capital contribution of NorthStar Realty (shares) | 188,597,000 | ||||
Capital contribution of NorthStar Realty | 121,209 | 1,886 | 119,323 | ||
Amortization of equity-based compensation | 51,519 | 51,519 | |||
Issuance of common stock to directors (shares) | 38,000 | ||||
Issuance of common stock to transactions (refer to Note 4) (shares) | 956,000 | ||||
Issuance of common stock to transactions (refer to Note 4) | 10,310 | 10 | 10,300 | ||
Issuance of common stock relating to equity-based compensation, net of forfeitures (shares) | 827,000 | ||||
Issuance of common stock relating to equity-based compensation, net of forfeitures | 8 | -8 | |||
Settlement of RSUs to common stock (refer to Note 7) (shares) | 3,030,000 | ||||
Settlement of RSUs to common stock (refer to Note 7) | 31 | -31 | |||
Settlement of RSUs to performance common stock (refer to Note 8) (shares) | 3,738,000 | ||||
Settlement of RSUs to performance common stock (refer to Note 8) | 37 | -37 | |||
Dividends on common stock, Deferred LTIPs and RSUs | -19,063 | -19,063 | |||
Tax withholding related to vesting of RSUs (shares) | -500,000 | ||||
Tax withholding related to vesting of RSUs | -11,294 | -5 | -11,289 | ||
Excess tax benefit from equity-based compensation | 1,599 | 1,599 | |||
Net income (loss) | 19,100 | 19,100 | |||
Ending Balance at Dec. 31, 2014 | $201,748 | $37 | $1,930 | $276,874 | ($77,093) |
Ending Balance (shares) at Dec. 31, 2014 | 3,738,000 | 192,948,000 |
Combined_Consolidated_Statemen2
Combined Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities: | ||||
Net income (loss) | $19,100 | [1] | ($1,995) | ($17,322) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Equity in (earnings) losses of unconsolidated ventures | 1,039 | [1] | 0 | 0 |
Accrued transaction costs | 5,205 | 0 | 0 | |
Depreciation expense | 893 | 74 | 65 | |
Amortization of equity-based compensation | 51,519 | 5,177 | 4,224 | |
Unrealized foreign currency (gain) loss | 405 | 0 | 0 | |
Straight line rent, net | 154 | 0 | 0 | |
Deferred income tax, net | 3,095 | 0 | 0 | |
Change in assets and liabilities: | ||||
Restricted cash | -3,190 | 0 | 0 | |
Receivables, related parties | -54,439 | -9,976 | -7,402 | |
Other assets | -17,602 | -657 | -8 | |
Accounts payable and accrued expenses | 30,341 | -954 | 880 | |
Commission payable | 10,196 | 1,968 | 0 | |
Net cash provided by (used in) operating activities | 46,716 | -6,363 | -19,563 | |
Cash flows from investing activities: | ||||
Investments in unconsolidated ventures | -43,582 | 0 | 0 | |
Net cash provided by (used in) investing activities | -43,582 | 0 | 0 | |
Cash flows from financing activities: | ||||
Contribution from NorthStar Realty (refer to Note 1) | 116,397 | 7,257 | 24,159 | |
Excess tax benefit from equity-based compensation | 1,599 | 0 | 0 | |
Dividends | -19,063 | 0 | 0 | |
Net cash provided by (used in) financing activities | 98,933 | 7,257 | 24,159 | |
Effect of foreign exchange rate changes on cash | -405 | 0 | 0 | |
Net increase (decrease) in cash | 101,662 | 894 | 4,596 | |
Cash - beginning of period | 7,537 | 6,643 | 2,047 | |
Cash - end of period | 109,199 | 7,537 | 6,643 | |
Supplemental disclosure of non-cash investing and financing activities: | ||||
Deemed capital contribution from NorthStar Realty (refer to Note 1) | 4,811 | 0 | 0 | |
Common stock related to transactions | 10,310 | 0 | 0 | |
Accrued transaction costs relating to investments in unconsolidated ventures | 1,538 | 0 | 0 | |
Tax effect related to the vesting of RSUs | 11,294 | 0 | 0 | |
Equity incentive plan | 88 | 0 | 0 | |
Supplemental disclosures of cash flow information: | ||||
Payment of income tax | $6,700 | $0 | $0 | |
[1] | The combined consolidated financial statements for the year ended December 31, 2014 include: (i) the Company’s results of operations for the six months ended December 31, 2014, which represents the Company’s results of operations following the spin-off of NorthStar Realty’s historical asset management business on June 30, 2014; and (ii) the Company’s results of operations for the six months ended June 30, 2014 which represents a carve-out of revenues and expenses attributable to the Company related to NorthStar Realty’s historical asset management business. The Company historical financial information for the years ended December 31, 2013 and 2012 was prepared on the same basis as the six months ended June 30, 2014. As a result, results of operations for the year ended December 31, 2014 may not be comparative to the Company’s results of operations reported for the prior periods presented. |
Business_and_Organization
Business and Organization | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Organization | Business and Organization |
NorthStar Asset Management Group Inc. (“NSAM” or the “Company”) is a global asset management firm focused on strategically managing real estate and other investment platforms in the United States and internationally. The Company commenced operations on July 1, 2014, upon the spin-off by NorthStar Realty Finance Corp. (“NorthStar Realty”) of its spin-off of its asset management business into a separate publicly-traded company, NSAM, a Delaware corporation. The spin-off was in the form of a tax-free distribution to NorthStar Realty’s common stockholders where each NorthStar Realty common stockholder received shares of the Company’s common stock on a one-for-one basis. At the same time, NorthStar Realty became 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. | |
Certain of the Company’s affiliates of the Company also manage NorthStar Realty’s previously sponsored non-traded real estate investment trusts (“REITs”), as well as new non-traded companies and any future sponsored company (referred to as the “Sponsored Companies” and together with NorthStar Realty, 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 Managed Companies have historically invested in the commercial real estate (“CRE”) industry. The Company seeks to expand the scope of its asset management business beyond real estate into new asset classes and geographies by organically creating and managing additional investment vehicles or through acquisitions, strategic partnerships and joint ventures. To date, the Company has acquired an approximate 44% interest in American Healthcare Investors LLC (the “AHI Interest”) (refer to Note 5), an approximate 45% interest in Island Hospitality Management Inc. (the “Island Interest”) (refer to Note 12) and an approximate 50% interest in Distribution Finance Corporation (the “Distribution Finance Interest”). | |
The Company earns asset management, incentive and other fees, directly or indirectly, pursuant to management and other contracts and investments in asset managers. In addition, the Company owns NorthStar Realty Securities, LLC (“NorthStar Securities”), a captive broker-dealer platform registered with the Securities and Exchange Commission (“SEC”) which raises capital in the retail market for the Sponsored Companies. | |
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. | |
Proposed Spin-off of European Real Estate Business | |
On February 26, 2015, NorthStar Realty announced that its board of directors unanimously approved a plan to spin-off its European real estate business (the “NRF Proposed European Spin”) into a newly-formed publicly-traded REIT, NorthStar Realty Europe Corp. (“NRE”) expected to be listed on the New York Stock Exchange (“NYSE”) and potentially in Europe. Currently, NorthStar Realty has acquired or committed to acquire $2 billion of European real estate (excluding European healthcare assets) comprised of 50 properties spanning across some of Europe’s top markets that will be contributed to NRE upon the completion of the NRF Proposed European Spin. The Company will manage NRE pursuant to a long-term management agreement, on substantially similar terms as the Company’s management agreement with NorthStar Realty. The NRF Proposed European Spin is expected to be completed in the second half of 2015. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies | ||||||||
Basis of Accounting | |||||||||
The accompanying 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”). | |||||||||
The combined consolidated financial statements for the six months ended December 31, 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 an entity that lacks one or more of the characteristics of a voting interest entity. A 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. | |||||||||
Furniture, fixtures and equipment | |||||||||
Furniture, fixtures and equipment is carried at historical cost less accumulated depreciation. Ordinary repairs and maintenance are expensed as incurred. Major replacements and betterments which improve or extend the life of assets are capitalized and depreciated over their useful life. Furniture, fixtures and equipment is depreciated using the straight-line method over the estimated useful lives of assets. | |||||||||
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. | |||||||||
Cash | |||||||||
Cash, including amounts restricted, may at times exceed the Federal Deposit Insurance Corporation deposit insurance limit of $250,000 per institution. The Company mitigates credit risk by placing cash with major financial institutions. To date, the Company has not experienced any losses on cash. | |||||||||
Restricted Cash | |||||||||
Restricted cash represents cash held by the Company’s foreign subsidiaries due to certain regulatory capital requirements. | |||||||||
Other Assets and Accounts Payable and Accrued Expenses | |||||||||
The following table presents a summary of other assets and accounts payable and accrued expenses as of December 31, 2014 and 2013 (dollars in thousands): | |||||||||
December 31, | |||||||||
2014(1) | 2013 | ||||||||
Other assets: | |||||||||
Prepaid income taxes | $ | 6,656 | $ | — | |||||
Furniture, fixtures and equipment, net (2) | 4,629 | 295 | |||||||
Deferred tax asset | 3,155 | — | |||||||
Prepaid expenses | 2,279 | 547 | |||||||
Security deposits | 2,232 | 34 | |||||||
Due from participating broker-dealers | 1,965 | — | |||||||
Pending deal costs | 1,045 | — | |||||||
Other | 531 | 109 | |||||||
Total | $ | 22,492 | $ | 985 | |||||
__________________ | |||||||||
-1 | Includes 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. | ||||||||
-2 | The Company recorded depreciation expense of $0.9 million and $0.1 million for the years ended December 31, 2014 and 2013, respectively. | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Accounts payable and accrued expenses: | |||||||||
Accrued bonus | $ | 25,911 | $ | 678 | |||||
Accrued tax withholding (1) | 11,938 | — | |||||||
Accrued transaction expense | 5,205 | — | |||||||
Income tax payable | 3,118 | — | |||||||
Accrued payroll | 1,400 | 39 | |||||||
Accrued professional fees | 740 | 54 | |||||||
Deferred tax liability | 60 | — | |||||||
Other | 4,703 | 602 | |||||||
Total | $ | 53,075 | $ | 1,373 | |||||
__________________ | |||||||||
-1 | Represents withholding tax related to vesting and net settlement of restricted stock units. | ||||||||
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 represent 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. As of December 31, 2014, commission payable of $12.2 million includes $3.7 million due to NorthStar Securities employees. | |||||||||
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 December 31, 2014 and 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. Awards may be based on a variety of measures such as time, performance, market or a combination thereof. For time-based awards, fair value is determined based on the stock price on the grant date. The Company recognizes compensation expense over the vesting period on a straight-line basis. For performance-based awards, fair value is determined based on the stock price at the date of grant and an estimate of the probable achievement of such measure. The Company recognizes compensation expense over the requisite service period, net of estimated forfeitures, using the accelerated attribution expense method. For market-based measures, fair value is determined using a Monte Carlo analysis under a risk-neutral premise using a risk-free interest rate. The Company recognizes compensation expense over the requisite service period, net of estimated forfeitures, on a straight-line basis. | |||||||||
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, as described above. 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 | |||||||||
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 using the two-class method for each class of common stock and participating security as if all earnings for the years ended had been distributed by dividing net income (loss) attributed to common stockholders by the weighted average number of common stock outstanding. Under the two-class method, the net income is first reduced for distributions declared on all classes of securities to arrive at undistributed earnings. Under the two-class method, the net loss is reduced for distributions declared on participating securities only if the security has the right to participate in the earnings of the entity and an objectively determinable contractual obligation to share in net losses of the entity. Diluted EPS includes restricted stock and 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 7), 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. | |||||||||
Income Taxes | |||||||||
Certain subsidiaries of the Company are subject to taxation by federal, state and foreign authorities for the periods presented. The Company and its U.S. subsidiaries will file a consolidated federal income tax return. Income taxes are accounted for by the asset/liability approach in accordance with U.S. GAAP. Deferred taxes, if any, 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 period, plus the change in deferred taxes. | |||||||||
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. | |||||||||
In February 2015, the FASB issued updated guidance that changes the rules regarding consolidation. The pronouncement eliminates specialized guidance for limited partnerships and similar legal entities and removes the indefinite deferral for certain investment funds. The new guidance is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, with early adoption permitted. The Company is currently assessing the impact of the guidance on the Company’s consolidated financial position, results of operations and financial statement disclosures. |
Management_Agreements_and_Mana
Management Agreements and Managed Companies | 12 Months Ended | |||||||||||
Dec. 31, 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 provides for a base management and incentive fee. | ||||||||||||
For the six months ended December 31, 2014, the Company earned $79.4 million related to the base management fee, $41.4 million of which is recorded in receivable, related parties on the combined consolidated balance sheets. 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 base management fee from NorthStar Realty will increase subsequent to December 31, 2014, by an amount equal to 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 limited partnership interests in an operating partnership (“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 spin-off. | |||||||||||
Additionally, NorthStar Realty’s equity interest in RXR Realty LLC (“RXR Realty”) and Aerium Group 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 six months ended December 31, 2014, the Company earned $3.3 million related to the incentive management fee, $2.0 million of which is recorded in receivable, related parties on the combined consolidated balance sheets. The incentive management 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 equity issuances are 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 as the recently announced NRF Proposed European Spin, 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 any future spin-off will not be less than the aggregate base management fee in place at NorthStar Realty immediately prior to such 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 spin-off, 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 six months ended December 31, 2014, the Company allocated $5.2 million to NorthStar Realty, of which $4.0 million is recorded in receivables, related parties in the combined consolidated balance sheets. | ||||||||||||
Sponsored Companies | ||||||||||||
The following table presents a summary of the fee arrangements with the current Sponsored Companies: | ||||||||||||
NorthStar | NorthStar | NorthStar | NorthStar/RXR | |||||||||
Income | Healthcare | Income II | New York Metro(9) | |||||||||
Offering amount(1) | $1.1 billion | $1.8 billion(8) | $1.65 billion | $2.0 billion | ||||||||
Total raised through February 24, 2015 (2) | $1.2 billion | $1.1 billion | $385 million | -10 | ||||||||
Primary strategy | CRE Debt | Healthcare Equity and Debt | CRE Debt | New York City CRE Equity and Debt | ||||||||
Primary offering period | Completed July 2013 | Ends February 2017(8) | Ends May 2015(11) | Ends February 2017(11) | ||||||||
Asset Management and Other Fees: | ||||||||||||
Asset management fees (3) | 1.25% of assets | 1.00% of assets | 1.25% of assets | 1.25% of assets | ||||||||
Acquisition fees (4) | 1.00% of investment | 2.25% for real estate properties | 1.00% of investment | 2.25% for real estate properties | ||||||||
1.00% of other investments | 1.00% of other investments | |||||||||||
Disposition fees (5) | 1.00% of sales price | 2.00% for real estate properties | 1.00% of sales price | 2.00% for real estate properties | ||||||||
1.00% of sales price for debt investments | 1.00% of sales price for debt investments | |||||||||||
Incentive payments (6) | 15.00% of net cash flows after an 8.00% return | 15.00% of net cash flows after a 6.75% return(7) | 15.00% of net cash flows after a 7.00% return | 15.00% of net cash flows after a 6.00% return | ||||||||
__________________ | ||||||||||||
-1 | Represents amount of shares registered to offer pursuant to each Sponsored Company’s public offering and includes the follow-on public offering of up to $700 million for NorthStar Healthcare. | |||||||||||
-2 | Includes capital raised through the dividend reinvestment plan. | |||||||||||
-3 | 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). | |||||||||||
-4 | Calculated based on the amount funded or allocated by the Sponsored Companies 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). | |||||||||||
-5 | Calculated based on contractual sales price of each investment sold. | |||||||||||
-6 | The Company is entitled to receive distributions equal to 15% of net cash flow 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. | |||||||||||
-7 | The Healthcare Strategic Partnership is entitled to the incentive fees earned from managing NorthStar Healthcare, of which the Company earn its proportionate interest (refer to Note 5). | |||||||||||
-8 | NorthStar Healthcare successfully completed its public offering on February 2, 2015 by raising $1.1 billion in capital. The Company began raising capital for NorthStar Healthcare’s follow-on public offering at the end of February 2015. | |||||||||||
-9 | Any asset management and other fees incurred by NorthStar/RXR New York Metro will be shared between the Company and RXR Realty as co-sponsors. | |||||||||||
-10 | The Company expects to begin raising capital for NorthStar/RXR New York Metro in 2015. | |||||||||||
-11 | Offering period subject to extension as determined by the board of directors of each company. | |||||||||||
For the years ended December 31, 2014, 2013 and 2012, the Company earned $65.0 million, $26.6 million and $8.1 million, respectively, of asset management and other fees from the Sponsored Companies. | ||||||||||||
In addition to the Sponsored Companies above, NorthStar Corporate confidentially submitted its registration statement on Form N-2 to the SEC in December 2014. NorthStar Corporate seeks to raise up to $1.0 billion in a public offering of common stock. NorthStar Corporate is structured as a non-diversified, closed-end management investment company that intends to elect to be regulated as a BDC under the Investment Company Act of 1940, as amended. NorthStar Corporate intends to engage OZ Institutional Credit Management LP (“OZ Credit Management”) an affiliate of Och-Ziff Capital Management Group, LLC (“Och-Ziff”), an alternative asset manager, to serve as the sub-advisor to manage NorthStar Corporate’s investments and oversee operations. Any asset management and other fees incurred by NorthStar Corporate will be shared between the Company and OZ Credit Management as co-sponsors. NorthStar Corporate intends to invest in senior and subordinate loans to middle-market companies. | ||||||||||||
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. | ||||||||||||
Distribution Support | ||||||||||||
NorthStar Realty committed to invest up to $10.0 million in each of the Sponsored Companies that are in their offering stage. In addition, consistent with its past practices, NorthStar Realty will commit up to $10.0 million for distribution support in any future non-traded sponsored company that the Company sponsors, up to a total of five new companies per year. | ||||||||||||
The distribution support agreement related to NorthStar/RXR New York Metro is an obligation of both NorthStar Realty and RXR Realty, where each agreed 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. | ||||||||||||
Payment of Costs and Expenses and Expense Allocation | ||||||||||||
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 | NorthStar/RXR New York Metro | |||||||||
Organization and offering costs (1) | $11.0 million (2) | $22.5 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 | $30.0 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 | 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 Companies in connection with their respective offerings. 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 | Excludes shares being offered pursuant to the dividend reinvestment plan. | |||||||||||
The following table presents receivables, related parties on the consolidated balance sheets as of December 31, 2014 and 2013 (dollars in thousands): | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
NorthStar Realty: (1) | ||||||||||||
Base management fee | $ | 41,395 | N/A | |||||||||
Incentive fee | 2,000 | N/A | ||||||||||
Other | 4,019 | N/A | ||||||||||
Subtotal NorthStar Realty | 47,414 | N/A | ||||||||||
Sponsored Companies: | ||||||||||||
Fees | 245 | 2,252 | ||||||||||
Other receivables | 29,319 | 20,894 | ||||||||||
Subtotal Sponsored Companies | 29,564 | 23,146 | ||||||||||
Other | 648 | 41 | ||||||||||
Total | $ | 77,626 | (2) | $ | 23,187 | |||||||
________________________ | ||||||||||||
-1 | 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 and year ended December 31, 2013. | |||||||||||
(2) As of December 31, 2014 and 2013, the Company had unreimbursed costs from the Sponsored Companies of $29.3 million and $20.9 million respectively, recorded as receivables, related parties on the combined consolidated balance sheets. Subsequent to December 31, 2014, the Company received $47.4 million from NorthStar Realty. | ||||||||||||
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. For the years ended December 31, 2014, 2013 and 2012, the Company reallowed $13.8 million, $7.8 million and $5.4 million commission expense to NorthStar Securities employees, respectively. | ||||||||||||
The following table summarizes selling commission and dealer manager fees, commission expense and net commission income for the years ended December 31, 2014, 2013 and 2012 (dollar in thousands): | ||||||||||||
Years Ended | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Selling commission and dealer manager fees | $ | 110,563 | $ | 62,572 | $ | 42,385 | ||||||
Commission expense | 104,428 | 57,325 | 38,506 | |||||||||
Net commission income(1) | $ | 6,135 | $ | 5,247 | $ | 3,879 | ||||||
________________________ | ||||||||||||
(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 | 12 Months Ended |
Dec. 31, 2014 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Ventures | Investments in Unconsolidated Ventures |
The following is a description of the Company’s investments in unconsolidated ventures, all of which are accounted for under the equity method. | |
Distribution Finance Interest | |
In June 2014, the Company acquired the Distribution Finance Interest in Distribution Finance Corporation (“Distribution Finance”), a crowd funding technology platform company, for $4.0 million. 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 December 31, 2014, the carrying value of the investment was $3.7 million. From closing to December 31, 2014, the Company recognized equity in losses of $0.3 million related to legal fees incurred by Distribution Finance. | |
AHI Interest | |
In December 2014, the Company acquired the AHI Interest in AHI Newco, LLC (“AHI Ventures”), a direct wholly-owned subsidiary of American Healthcare Investors LLC (“AHI”) for $57.5 million, consisting of $37.5 million in cash and $20.0 million of the Company’s common stock, subject to certain lock-up and vesting restrictions ($10.0 million of the Company's common stock vested immediately). The Company’s investment in AHI Ventures is structured as a joint venture between the Company, the principals of AHI and James F. Flaherty III. The members of AHI are entitled to receive certain distributions of operating cash flow and certain promote fees in accordance with the allocations set forth in the joint venture agreement. As of December 31, 2014, the carrying value of the investment was $50.8 million. From closing to December 31, 2014, the Company recognized equity in losses of $0.7 million, which includes operating income of $1.2 million, offset by $0.5 million of non-cash depreciation expense and equity-based compensation expense. |
Related_Party_Arrangements
Related Party Arrangements | 12 Months Ended |
Dec. 31, 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 spin-off, the Company entered into a revolving credit agreement with NorthStar Realty pursuant to which NorthStar Realty makes 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 the Company 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 December 31, 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, which partially became the Company’s RSUs upon spin-off (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 year ended December 31, 2014, the Company did not earn any incentive fees related to the Healthcare Strategic Partnership. On February 2, 2015, in connection with the completion of NorthStar Healthcare’s initial primary offering, the Company issued 20,305 RSUs to Mr. Flaherty. | |
AHI Venture | |
In connection with the AHI Interest, AHI Ventures provides certain asset management, property management and other services to the Company to assist in managing the current and future healthcare assets (excluding any joint venture assets) of NorthStar Realty and other Sponsored Companies, including the assets formerly owned by Griffin-American Healthcare REIT II, Inc. (“Griffin-American”) and the assets by its former operating partnership, Griffin-American Healthcare REIT II Holdings, LP (“Griffin-America OP portfolio”). AHI Ventures receives a base management fee of $0.6 million per year plus 0.50% of the equity invested by NorthStar Realty in future assets (excluding assets in the Griffin-American OP portfolio and other joint ventures) that AHI Ventures may manage. AHI Ventures would be entitled to additional base management fees should it manage assets on behalf of any other Managed Companies. AHI Ventures also intends to directly or indirectly sponsor, co-sponsor, form, register, market, advise, manage and/or operate investment vehicles that are intended to invest primarily in healthcare real estate assets. In addition, Mr. Flaherty acquired a 9.3% interest in AHI Ventures. | |
RXR Realty | |
In December 2013, NorthStar Realty entered into a strategic transaction with RXR Realty. The investment in RXR Realty includes an approximate 30% equity interest. NorthStar Realty’s equity interest in RXR Realty is structured so that the Company is entitled to certain fees in connection with RXR Realty’s investment management business. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ||||
Commitments and Contingencies | Commitments and Contingencies | |||
Obligations Under Lease Agreements | ||||
The Company is the lessee of eight offices located in New York, New York, Denver, Colorado, Dallas, Texas, Bethesda, Maryland, Los Angeles, California, London, United Kingdom, Senningerberg, Luxembourg and Pembroke, Bermuda. | ||||
The following table presents minimum future rental payments under these contractual lease obligations as of December 31, 2014 (dollars in thousands): | ||||
Years Ending December 31: | ||||
2015 | $ | 3,994 | ||
2016 | 4,148 | |||
2017 | 2,956 | |||
2018 | 1,138 | |||
2019 | 656 | |||
Thereafter | — | |||
Total minimum lease payments | $ | 12,892 | ||
The Company recognized $2.1 million in rental expense for the year ended December 31, 2014. | ||||
Litigation | ||||
The Company may be involved in various litigation matters arising in the ordinary course of its business. Although the Company 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. | ||||
Other | ||||
Effective July 1, 2014, in connection with the spin-off, the Company adopted the NSAM 401(k) Retirement Plan (the “401(k) Plan”) for its employees. Eligible employees under the 401(k) Plan may begin participation on the first day of the month after they have completed 30 days of employment. The Company’s matching contribution is calculated as 100% of the first 3% and 50% of the next 2% of participant’s eligible earnings contributed (utilizing earnings that are not in excess of the amount established by the Internal Revenue Service). The Company’s aggregate matching contribution for the year ended December 31, 2014 was $0.2 million. |
EquityBased_Compensation
Equity-Based Compensation | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Share-based Compensation [Abstract] | |||||||
Equity-Based Compensation | Equity-Based Compensation | ||||||
Impact of the Spin-off | |||||||
NorthStar Realty issued equity-based awards to directors, officers, employees, consultants and advisors pursuant to the NorthStar Realty Finance Corp. 2004 Omnibus Stock Incentive Plan, as amended and restated (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, net of any forfeitures. Holders of shares of NorthStar Realty’s common stock subject to outstanding equity awards, including 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. Shares of the Company’s common stock 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 spin-off and related transactions in terms of employment for service-based awards and total stockholder return for performance-based awards. | |||||||
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 is 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 such awards previously issued 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. | |||||||
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 performance-based awards and were subject to the achievement of performance-based hurdles relating to CAD and capital raising of the Sponsored Companies, as well as continued employment through December 31, 2017 (“Performance RSUs”). 30% of these RSUs are market-based awards and are subject to the achievement of performance-based hurdles relating to the Company’s absolute total stockholder return and continued employment over a four-year period ended April 2, 2018 (“Absolute RSUs”). The remaining 30% of these RSUs are market-based awards and are subject to the achievement of performance-based hurdles based on the Company’s total stockholder return relative to the Russell 2000 Index and continued employment over a four-year period ended April 2, 2018 (“Relative RSUs”). With respect to these grants, the grant date fair value for the Performance RSUs, Absolute RSUs and Relative RSUs was $17.01, $10.22 and $16.21, respectively. The grant date fair value was determined using a risk-free interest rate of 1.48%. In May 2014, the Company also granted an aggregate of 1,334,891 RSUs (net of forfeitures) with substantially similar terms to certain employees pursuant to the NSAM Stock Plan. In December, 2014, the Company determined that the performance hurdle relating to the Performance RSUs was met. With respect to these grants, the grant date fair value for the Performance RSUs, Absolute RSUs and Relative RSUs was $16.80, $9.95 and $16.29, respectively. The grant date fair value was determined using a risk-free interest rate of 1.29%. On December 31, 2014, the Performance RSUs were settled in shares of the Company’s common stock, of which 25% were vested and the remainder (in the form of restricted stock) will vest in equal installments on December 31, 2015, 2016, and 2017, subject to continued employment. The Company retired 392,157 of the vested shares of common stock to satisfy the minimum statutory tax withholding requirements. The common stock retired to satisfy the withholding amounts was recorded as a reduction to additional paid-in capital with an offsetting payable recorded in accounts payable and accrued expenses. On December 31, 2014, the Absolute RSUs and Relative RSUs related to the executives were settled in shares of performance common stock. Upon vesting pursuant to the terms of the Absolute RSUs and Relative RSUs, shares of performance common stock will automatically convert into shares of common stock and the executive will be entitled to receive the distributions that would have been paid with respect to a share of common stock (for each share of performance common stock that vests) on or after the date the shares of performance common stock were initially issued. | |||||||
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 the 2014 NSAM Bonus Plan, the administrator established an incentive bonus program. 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 and as a result NorthStar Realty is responsible for paying approximately 50% of the 2014 annual cash and long-term bonuses earned under the NSAM Bonus Plan. Long-term bonuses will be paid in both Company and NorthStar Realty equity-based awards, subject to performance-based and time-based vesting conditions over the four-year performance period from January 1, 2014 through December 31, 2017. Approximately 31.65% of the long-term bonuses were subject to the achievement of performance-based hurdles relating to CAD and capital raising of the Sponsored Companies in 2014 to be paid in shares of the Company’s common stock that vest 25% on each of December 31, 2014, 2015, 2016 and 2017, subject to continued employment. 18.35% of the long-term bonuses are performance-based awards to be paid in shares of performance common stock that are subject to vesting based on the achievement of performance-based hurdles relating to the Company’s absolute total stockholder return and continued employment over a four-year period. The remaining approximately 50% of long-term bonuses are being paid by NorthStar Realty. | |||||||
In connection with the 2014 NSAM Bonus Plan, the Company determined that the performance hurdle for the approximately 31.65% of the long-term bonuses to be paid in shares of the Company’s common stock was met. On December 31, 2014, the Company paid this portion of the long-term bonus by issuing 795,107 shares of common stock, of which 25% were vested and the remainder (in the form of restricted stock) will vest in equal installments on December 31, 2015, 2016 and 2017, subject to continued employment. The Company retired 108,198 of the vested shares of common stock to satisfy the minimum statutory withholding requirements. Except for shares of common stock to be retired to satisfy tax withholding obligations, none of the shares of common stock issued with respect to this portion of the long-term bonus are permitted to be sold prior to December 31, 2017. In connection with the remainder of the long-term bonus to be paid by the Company, in February 2015, the Company issued an aggregate of 474,842 shares of performance common stock to executives, which are subject to vesting based on the Company’s absolute total stockholder return and continued employment over the four-year period ending December 31, 2017. Upon vesting, these shares of performance common stock will automatically convert into shares of common stock and the executive will be entitled to receive the distributions that would have been paid with respect to a share of common stock (for each share of performance common stock that vests) on or after January 1, 2015. In February 2015, the Company also granted 643,511 restricted shares to certain non-executive employees, with substantially similar terms to the executive awards subject to time based vesting conditions over three years. | |||||||
NorthStar Realty Equity Plans | |||||||
In connection with the spin-off, the Company issued the following related to the NorthStar Realty Equity Plans that remain outstanding as of December 31, 2014: 686,262 shares of restricted common stock which remained subject to vesting; 1,134,723 Deferred LTIP Units (net of forfeitures), of which 934,347 remained subject to vesting; and 1,968,108 RSUs, of which 1,205,213 remained subject to vesting based on performance and continued employment. The hurdle was met for the remaining 762,898 awards originally issued pursuant to NorthStar Realty’s bonus plan for 2011 and resulted in all of these RSUs vesting. To settle these RSUs, on January 1, 2015 the Company issued 49,149 shares of common stock, net of the minimum statutory tax withholding requirements, and the Company will issue 665,747 LTIP Units in a newly-formed operating partnership later in 2015. | |||||||
Other Issuances | |||||||
Healthcare Strategic Joint Venture | |||||||
In connection with entering into the Healthcare Strategic Partnership, NorthStar Realty granted Mr. Flaherty 500,000 RSUs on January 22, 2014, adjusted to reflect NorthStar Realty’s reverse stock split, 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 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. On February 2, 2015, in connection with the completion of NorthStar Healthcare’s initial public offering and the services Mr. Flaherty provides to the Healthcare Strategic Partnership, the Company issued 20,305 incremental RSU grants to Mr. Flaherty. | |||||||
AHI | |||||||
On December 8, 2014, the Company acquired an interest in AHI for $37.5 million in cash and $20.0 million of common stock, representing 956,462 shares. In connection with this acquisition, the Company required the seller to subject one-half of these shares to forfeiture conditions that lapse based on the continued service to AHI of its three principals, with forfeiture conditions with respect 50% of these shares lapsing two years after the closing date of the Company’s acquisition and the remaining 50% lapsing five years after the closing date. As a result of this re-vesting arrangement, $10.0 million of common stock (or 478,231 shares) subject to this arrangement is treated as a contingent consideration arrangement tied to continued employment of the AHI principals as an incentive to remain as employees of AHI. As such, this contingent consideration arrangement is accounted for separately as a compensatory arrangement with amortization of such equity award being recorded by the Company through equity in earnings. The AHI principals are 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 Company’s AHI investment. For the year ended December 31, 2014, no incremental awards were issued. The Company will contribute $2.0 million in shares related to equity incentives for AHI’s employees for 2015 and 2016. | |||||||
Summary | |||||||
As of December 31, 2014, an aggregate of 22,500,000 shares of the Company’s common stock were reserved for the issuance of awards under the 2014 NSAM Plan, subject to equitable adjustment upon the occurrence of certain corporate events, provided that this number automatically increases each January 1 beginning on January 1, 2015 by 2% of the outstanding number of shares of the Company’s common stock on the immediately preceding December 31. Therefore, on January 1, 2015, the number of shares reserved under the plan increased by 3,858,957. | |||||||
Equity-based compensation expense for the year ended December 31, 2014 includes: (i) the Company’s expense for the six months ended December 31, 2014 following the spin-off of NorthStar Realty’s historical asset management business on June 30, 2014; and (ii) an expense based on a carve-out attributed to the Company related to NorthStar Realty’s historical asset management business for the six months ended June 30, 2014. The allocation is based on an estimate had the Company’s asset management business has been run as an independent entity and was determined principally based on relative head count and management’s knowledge of NorthStar Realty’s operations. Equity-based compensation expense for the years ended December 31, 2013 and 2012 was prepared on the same basis as the six months ended June 30, 2014. | |||||||
For the six months ended December 31, 2014, the Company recorded equity-based compensation of $37.9 million of which $21.6 million is deductible for income tax purposes. 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 years ended December 31, 2013 and 2012, the Company was allocated $5.2 million and $4.2 million, respectively, of equity-based compensation expense related to the NSAM Stock Plan and the NorthStar Realty Equity Plans. | |||||||
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 December 31, 2014 (grants in thousands): | |||||||
Weighted | |||||||
Grants | Average | ||||||
Grant Price(2) | |||||||
As of June 30, 2014, time of the spin-off | 1,917 | $ | 22.91 | ||||
New grants | 4,855 | 18.67 | |||||
Vesting of restricted stock post-spin | (1,028 | ) | 9.24 | ||||
Withheld/retired shares | (500 | ) | 18.17 | ||||
Forfeited or canceled grants | (5 | ) | 16.56 | ||||
Ending Balance/Weighted Average(1) | 5,239 | $ | 22.12 | ||||
__________ | |||||||
-1 | Includes 4.1 million shares of restricted stock and 1.1 million vested and unvested Deferred LTIP Units as of December 31, 2014. | ||||||
-2 | Amounts have been retrospectively adjusted to reflect NorthStar Realty’s reverse stock split, which occurred prior to the spin-off on June 30, 2014. | ||||||
As of December 31, 2014, equity-based compensation expense to be recognized over the remaining vesting period through April 2018 is $110.1 million, provided there are no forfeitures and excluding any mark-to-market adjustment. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Stockholders' Equity Note Disclosure and Earnings Per Share Disclosure [Abstract] | ||||||||||||
Shareholders' Equity | Stockholders’ Equity | |||||||||||
Spin-off | ||||||||||||
In connection with the spin-off, 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. | ||||||||||||
Common Stock | ||||||||||||
In December 2014, in connection with the AHI Interest, the Company issued 956,462 shares of common stock, of which 478,231 is restricted common stock, resulting in an increase to additional paid-in capital in 2014 of $10.1 million, subject to certain lock-up and vesting restrictions. | ||||||||||||
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 Common Stock | ||||||||||||
The Company is currently authorized to issue 1.6 billion shares of capital stock, of which 500 million is designated as performance common stock, par value $.01 per share. In December 2014, upon successfully completing the spin-off prior to December 31, 2015, the Company settled 1,869,157 and 1,869,157 of Absolute RSUs and Relative RSUs, respectively, into performance common stock. | ||||||||||||
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 shares 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 years ended December 31, 2014, 2013 and 2012 (dollars and shares in thousands, except per share data): | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Numerator: | ||||||||||||
Net income (loss) | $ | 19,100 | $ | (1,995 | ) | $ | (17,322 | ) | ||||
Earnings (loss) allocated to unvested participating securities | (247 | ) | — | — | ||||||||
Numerator for basic income per share | $ | 18,853 | $ | (1,995 | ) | $ | (17,322 | ) | ||||
Denominator: | ||||||||||||
Weighted average number of shares of common stock | 187,852 | 187,816 | 187,816 | |||||||||
Dilutive effect of restricted common stock | 849 | — | — | |||||||||
Dilutive effect of RSUs (1) | 4,883 | — | — | |||||||||
Dilutive effect of the Deferred LTIP Units | 572 | — | — | |||||||||
Dilutive effect of the Healthcare Strategic Partnership RSUs | 252 | — | — | |||||||||
Weighted average number of diluted shares(2) | 194,408 | 187,816 | 187,816 | |||||||||
Earnings (loss) per share: | ||||||||||||
Basic | $ | 0.1 | $ | (0.01 | ) | $ | (0.09 | ) | ||||
Diluted | $ | 0.1 | $ | (0.01 | ) | $ | (0.09 | ) | ||||
_______________________ | ||||||||||||
-1 | Represents shares related to the NorthStar Realty Stock Plan. | |||||||||||
-2 | Diluted 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. | |||||||||||
Dividends | ||||||||||||
The Company declared its first dividend on its common stock on October 30, 2014 of $0.10 per share, which was paid on November 14, 2014 to stockholders of record as of the close of business on November 10, 2014. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Income Tax Disclosure [Abstract] | |||||
Income Taxes | Income Taxes | ||||
Subsequent to the spin-off, the Company became subject to both domestic and international income tax. The following table presents the income taxes (benefit) expense for the six months ended as of December 31, 2014 (dollars in thousands): | |||||
Current: | |||||
U.S. federal | $ | 2,516 | |||
U.S. state and local | 503 | ||||
Non-U.S. | 1,934 | ||||
Subtotal current | 4,953 | ||||
Deferred: | |||||
U.S. federal | (2,293 | ) | |||
U.S. state and local | (458 | ) | |||
Non-U.S. | (580 | ) | |||
Subtotal deferred | (3,331 | ) | |||
Income tax (benefit) expense | $ | 1,622 | |||
Deferred income taxes reflect the net tax effects of temporary differences that may exist between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes using enacted tax rates in effect for the year in which the differences are expected to reverse. The following table presents the tax effects of the temporary differences as of December 31, 2014: | |||||
Deferred tax asset | |||||
Equity-based compensation | $ | 3,006 | |||
Investments in unconsolidated ventures | 149 | ||||
Total deferred tax asset | $ | 3,155 | |||
Deferred tax liability | |||||
Intangible assets | $ | 60 | |||
Total deferred tax liability | $ | 60 | |||
The Company and its U.S. subsidiaries will file a consolidated federal income tax return. As a result, the Company concluded there is sufficient evidence to support the use of its subsidiaries net operating loss carryforward in the current year and reversed the full deferred tax valuation allowance of $10.9 million. | |||||
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 following table presents the reconciliation of the provision for income taxes expense (benefit) to the U.S. federal statutory income tax rate for the six months ended December 31, 2014: | |||||
U.S. federal statutory income tax rate | 35 | % | |||
U.S. state and local income taxes | 2.9 | ||||
Change in valuation allowance | (21.3 | ) | |||
Equity-based compensation | (2.3 | ) | |||
Permanent items | 4.4 | ||||
Effect of foreign operations taxed at various rates | (17.9 | ) | |||
Other | 2.4 | ||||
Effective income tax rate | 3.2 | % | |||
The Company considers the operating earnings of certain non-U.S. subsidiaries to be indefinitely reinvested outside the United States based on the Company’s current needs for those earnings to be reinvested offshore as well as estimates that future domestic cash generated from operations and/or borrowings will be sufficient to meet future domestic cash needs for the foreseeable future. No provision has been made for U.S. federal, state or local taxes that may result from future remittances of the undistributed earnings of these foreign subsidiaries. For the six months ended December 31, 2014, the unrecognized tax liability was $19.2 million. | |||||
Excess tax benefits are recognized upon actual realization of the related tax benefit. The Company recognized a windfall tax benefit of $1.6 million relating to equity-based compensation expense, which is a reduction to income tax payable and recorded in additional paid-in capital on the combined consolidated balance sheets. | |||||
In the normal course of business, the Company is subject to examination by federal, state, local and foreign tax regulators. The normal statute of limitations will start and the examination period will open with the initial filings of the 2014 federal, state, local and foreign tax returns. | |||||
The guidance for accounting for uncertainty in income taxes prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company does not believe that it has any tax positions for which it is more likely than not that the total amounts of unrecognized tax benefits will significantly increase or decrease within the next twelve months. Furthermore, the Company does not have any material uncertain tax positions at December 31, 2014. | |||||
As of December 31, 2014, the Company had no unrecognized tax benefits. The Company would record penalties and interest related to uncertain tax positions as a component of income tax expense, where applicable. |
Quarterly_Financial_Informatio
Quarterly Financial Information (Unaudited) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Quarterly Financial Information | Quarterly Financial Information (Unaudited) | ||||||||||||||||
The following presents selected quarterly information for the years ended December 31, 2014 and 2013 (dollars in thousands): | |||||||||||||||||
Three Months Ended | |||||||||||||||||
December 31, | September 30, | June 30, | March 31, | ||||||||||||||
2014 | 2014 | 2014(2) | 2014(2) | ||||||||||||||
Asset management and other fees, related parties | $ | 69,438 | $ | 56,521 | $ | 13,110 | $ | 8,669 | |||||||||
Selling commission and dealer manager fees, related parties | 49,553 | 27,149 | 19,313 | 14,548 | |||||||||||||
Commission expense | 47,039 | 25,691 | 18,138 | 13,560 | |||||||||||||
Transaction costs | — | — | 21,926 | 2,550 | |||||||||||||
Total general and administrative | 43,500 | 32,719 | 14,850 | 15,503 | |||||||||||||
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax (benefit) expense | 27,408 | 24,905 | (22,247 | ) | (8,305 | ) | |||||||||||
Equity in earnings (losses) of unconsolidated ventures | (965 | ) | (74 | ) | — | — | |||||||||||
Income (loss) before income taxes | 26,443 | 24,831 | (22,247 | ) | (8,305 | ) | |||||||||||
Income tax (expense) benefit | 4,465 | (6,087 | ) | — | — | ||||||||||||
Net income (loss) | 30,908 | 18,744 | (22,247 | ) | (8,305 | ) | |||||||||||
Earnings (loss) per share:(1) | |||||||||||||||||
Basic | $ | 0.16 | $ | 0.1 | $ | (0.12 | ) | $ | (0.04 | ) | |||||||
Diluted | $ | 0.16 | $ | 0.1 | $ | (0.12 | ) | $ | (0.04 | ) | |||||||
__________________ | |||||||||||||||||
-1 | The total for the year may differ from the sum of the quarters as a result of weighting. | ||||||||||||||||
-2 | Represents a carve-out of revenues and expenses attributed to the Company related to NorthStar Realty’s historical asset management business. | ||||||||||||||||
Three Months Ended(2) | |||||||||||||||||
December 31, | September 30, | June 30, | March 31, | ||||||||||||||
2013 | 2013 | 2013 | 2013 | ||||||||||||||
Asset management and other fees, related parties | $ | 9,556 | $ | 6,782 | $ | 5,787 | $ | 4,508 | |||||||||
Selling commission and dealer manager fees, related parties | 11,358 | 1,639 | 32,635 | 16,940 | |||||||||||||
Commission expense | 10,821 | 1,629 | 29,506 | 15,369 | |||||||||||||
Total general and administrative | 7,600 | 5,579 | 11,397 | 8,297 | |||||||||||||
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax (benefit) expense | 864 | 1,618 | (2,348 | ) | (2,129 | ) | |||||||||||
Income (loss) before income taxes | 864 | 1,618 | (2,348 | ) | (2,129 | ) | |||||||||||
Income tax (expense) benefit | — | — | — | — | |||||||||||||
Net income (loss) | $ | 864 | $ | 1,618 | $ | (2,348 | ) | $ | (2,129 | ) | |||||||
Earnings (loss) per share:(1) | |||||||||||||||||
Basic | $ | 0.01 | $ | 0.01 | $ | (0.01 | ) | $ | (0.01 | ) | |||||||
Diluted | $ | 0.01 | $ | 0.01 | $ | (0.01 | ) | $ | (0.01 | ) | |||||||
_________________ | |||||||||||||||||
-1 | The total for the year may differ from the sum of the quarters as a result of weighting. | ||||||||||||||||
-2 | Represents a carve-out of revenues and expenses attributed to the Company related to NorthStar Realty’s historical asset management business. |
Segment_Reporting
Segment Reporting | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 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 - Provides 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 - Provides asset management and other services on a fee basis by managing each Sponsored Company’s respective day-to-day operations. | ||||||||||||||||||||||||
• | Broker-dealer - Raises capital in the retail market through NorthStar Securities and earns dealer manager fees from the Sponsored Companies. | ||||||||||||||||||||||||
• | Investments in Asset Managers - Invests in strategic partnerships and joint ventures with third-parties with expertise in commercial real estate or other sectors and markets, where the Company benefits from the fee stream and potential incentive fee or promote. | ||||||||||||||||||||||||
• | Corporate/Other - Includes corporate level general and administrative expenses, as well special servicing on a fee basis in connection with certain securitization transactions. | ||||||||||||||||||||||||
The consolidated financial statements for the six months ended December 31, 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 years ended December 31, 2014, 2013 and 2012 (dollars in thousands): | |||||||||||||||||||||||||
Statement of Operations: | |||||||||||||||||||||||||
Year ended December 31, 2014 | NorthStar Realty (1) | Sponsored | Broker Dealer (2) | Investment in Asset Managers | Corporate/Other | Total | |||||||||||||||||||
Companies | |||||||||||||||||||||||||
Asset management and other fees, related parties | $ | 82,759 | $ | 64,979 | $ | — | $ | — | $ | — | $ | 147,738 | |||||||||||||
Selling commission and dealer manager fees, related parties | — | — | 110,563 | — | — | 110,563 | |||||||||||||||||||
Commission expense | — | — | 104,428 | — | — | 104,428 | |||||||||||||||||||
Salaries and related expense | — | — | 6,831 | — | 30,374 | 37,205 | |||||||||||||||||||
Equity-based compensation expense | — | — | — | — | 51,650 | 51,650 | |||||||||||||||||||
Other general and administrative expenses | — | — | 8,126 | — | 9,591 | 17,717 | |||||||||||||||||||
Equity in earnings (losses) of unconsolidated ventures | — | — | — | (1,039 | ) | — | (1,039 | ) | |||||||||||||||||
Income tax (benefit) expense | — | — | — | — | 1,622 | 1,622 | |||||||||||||||||||
Net income (loss) | 82,759 | 64,979 | (8,916 | ) | (1,039 | ) | (118,683 | ) | 19,100 | ||||||||||||||||
Balance Sheet: | |||||||||||||||||||||||||
31-Dec-14 | |||||||||||||||||||||||||
Total assets | $ | 60,909 | (3) | $ | 27,147 | (3) | $ | 17,868 | $ | 54,480 | (4) | $ | 106,583 | $ | 266,987 | ||||||||||
_______________ | |||||||||||||||||||||||||
-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 receivables, related parties and cash. Subsequent to December 31, 2014, the Company received $47.4 million of reimbursements from the Managed Companies. | ||||||||||||||||||||||||
-4 | Represents investments in unconsolidated ventures. | ||||||||||||||||||||||||
Statement of Operations: | |||||||||||||||||||||||||
Year ended December 31, 2013 | NorthStar Realty (1) | Sponsored | Broker Dealer (2) | Corporate/Other | Total | ||||||||||||||||||||
Companies | |||||||||||||||||||||||||
Asset management and other fees, related parties | $ | — | $ | 26,633 | $ | — | $ | — | $ | 26,633 | |||||||||||||||
Selling commission and dealer manager fees, related parties | — | — | 62,572 | — | 62,572 | ||||||||||||||||||||
Commission expense | — | — | 57,325 | — | 57,325 | ||||||||||||||||||||
Salaries and related expense | — | — | 5,731 | 15,613 | 21,344 | ||||||||||||||||||||
Equity-based compensation expense | — | — | — | 5,177 | 5,177 | ||||||||||||||||||||
Other general and administrative expenses | — | — | 5,977 | 375 | 6,352 | ||||||||||||||||||||
Net income (loss) | — | 26,617 | (6,535 | ) | (22,077 | ) | (1,995 | ) | |||||||||||||||||
Balance Sheet: | |||||||||||||||||||||||||
December 31, 2013: | |||||||||||||||||||||||||
Total assets | $ | — | $ | 23,149 | (3) | $ | 8,377 | $ | 183 | $ | 31,709 | ||||||||||||||
_______________ | |||||||||||||||||||||||||
-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 receivables, related parties. | ||||||||||||||||||||||||
Statement of Operations: | |||||||||||||||||||||||||
Year ended December 31, 2012 | NorthStar Realty (1) | Sponsored | Broker Dealer (2) | Corporate/Other | Total | ||||||||||||||||||||
Companies | |||||||||||||||||||||||||
Asset management and other fees, related parties | $ | — | $ | 8,112 | $ | — | $ | — | $ | 8,112 | |||||||||||||||
Selling commission and dealer manager fees, related parties | — | — | 42,385 | — | 42,385 | ||||||||||||||||||||
Commission expense | — | — | 38,506 | — | 38,506 | ||||||||||||||||||||
Salaries and related expense | — | — | 4,825 | 15,392 | 20,217 | ||||||||||||||||||||
Equity-based compensation expense | — | — | — | 4,224 | 4,224 | ||||||||||||||||||||
Other general and administrative expenses | — | — | 3,731 | 1,115 | 4,846 | ||||||||||||||||||||
Net income (loss) | — | 8,112 | (4,742 | ) | (20,692 | ) | (17,322 | ) | |||||||||||||||||
Balance Sheet: | |||||||||||||||||||||||||
December 31, 2012: | |||||||||||||||||||||||||
Total assets | $ | — | $ | 11,425 | (3) | $ | 8,610 | $ | 222 | $ | 20,257 | ||||||||||||||
_______________ | |||||||||||||||||||||||||
-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 receivables, related parties. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
Dividends | |
On February 25, 2015, the Company declared a dividend of $0.10 per share of common stock. The common stock dividend will be paid on March 13, 2015 to stockholders of record as of the close of business on March 9, 2015. | |
Island Interest | |
In January 2015, the Company acquired the Island Interest for $33.2 million in cash and $4.6 million of the Company’s common stock, subject to certain lock-up and vesting restrictions. Island is a leading, independent select service hotel management company and manages approximately 140 hotel properties representing $3.7 billion, of which 101 hotel properties are owned by NorthStar Realty. | |
Proposed Spin-off of European Real Estate Business | |
On February 26, 2015, NorthStar Realty announced that its board of directors unanimously approved the NRF Proposed European Spin. Currently, NorthStar Realty has acquired or committed to acquire $2 billion of European real estate (excluding European healthcare assets) comprised of 50 properties spanning across some of Europe’s top markets that will be contributed to NRE upon the completion of the NRF Proposed European Spin. The Company will manage NRE pursuant to a long-term management agreement, on substantially similar terms as the Company’s management agreement with NorthStar Realty. The NRF Proposed European Spin is expected to be completed in the second half of 2015. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Basis of Accounting |
The accompanying 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”). | |
The combined consolidated financial statements for the six months ended December 31, 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 an entity that lacks one or more of the characteristics of a voting interest entity. A 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. | |
Furniture, fixtures and equipment | Furniture, fixtures and equipment |
Furniture, fixtures and equipment is carried at historical cost less accumulated depreciation. Ordinary repairs and maintenance are expensed as incurred. Major replacements and betterments which improve or extend the life of assets are capitalized and depreciated over their useful life. Furniture, fixtures and equipment is depreciated using the straight-line method over the estimated useful lives of assets. | |
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. | |
Cash | Cash |
Cash, including amounts restricted, may at times exceed the Federal Deposit Insurance Corporation deposit insurance limit of $250,000 per institution. The Company mitigates credit risk by placing cash with major financial institutions. To date, the Company has not experienced any losses on cash | |
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 represent 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. | |
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. Awards may be based on a variety of measures such as time, performance, market or a combination thereof. For time-based awards, fair value is determined based on the stock price on the grant date. The Company recognizes compensation expense over the vesting period on a straight-line basis. For performance-based awards, fair value is determined based on the stock price at the date of grant and an estimate of the probable achievement of such measure. The Company recognizes compensation expense over the requisite service period, net of estimated forfeitures, using the accelerated attribution expense method. For market-based measures, fair value is determined using a Monte Carlo analysis under a risk-neutral premise using a risk-free interest rate. The Company recognizes compensation expense over the requisite service period, net of estimated forfeitures, on a straight-line basis. | |
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, as described above. 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 | Foreign Currency |
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 using the two-class method for each class of common stock and participating security as if all earnings for the years ended had been distributed by dividing net income (loss) attributed to common stockholders by the weighted average number of common stock outstanding. Under the two-class method, the net income is first reduced for distributions declared on all classes of securities to arrive at undistributed earnings. Under the two-class method, the net loss is reduced for distributions declared on participating securities only if the security has the right to participate in the earnings of the entity and an objectively determinable contractual obligation to share in net losses of the entity. Diluted EPS includes restricted stock and 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 7), 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. | |
Income Taxes | Income Taxes |
Certain subsidiaries of the Company are subject to taxation by federal, state and foreign authorities for the periods presented. The Company and its U.S. subsidiaries will file a consolidated federal income tax return. Income taxes are accounted for by the asset/liability approach in accordance with U.S. GAAP. Deferred taxes, if any, 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 period, plus the change in deferred taxes. | |
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. | |
In February 2015, the FASB issued updated guidance that changes the rules regarding consolidation. The pronouncement eliminates specialized guidance for limited partnerships and similar legal entities and removes the indefinite deferral for certain investment funds. The new guidance is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, with early adoption permitted. The Company is currently assessing the impact of the guidance on the Company’s consolidated financial position, results of operations and financial statement disclosures. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Schedule of Noncurrent Assets | The following table presents a summary of other assets and accounts payable and accrued expenses as of December 31, 2014 and 2013 (dollars in thousands): | ||||||||
December 31, | |||||||||
2014(1) | 2013 | ||||||||
Other assets: | |||||||||
Prepaid income taxes | $ | 6,656 | $ | — | |||||
Furniture, fixtures and equipment, net (2) | 4,629 | 295 | |||||||
Deferred tax asset | 3,155 | — | |||||||
Prepaid expenses | 2,279 | 547 | |||||||
Security deposits | 2,232 | 34 | |||||||
Due from participating broker-dealers | 1,965 | — | |||||||
Pending deal costs | 1,045 | — | |||||||
Other | 531 | 109 | |||||||
Total | $ | 22,492 | $ | 985 | |||||
__________________ | |||||||||
-1 | Includes 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. | ||||||||
-2 | The Company recorded depreciation expense of $0.9 million and $0.1 million for the years ended December 31, 2014 and 2013, respectively. | ||||||||
Schedule of Accounts Payable and Accrued Liabilities | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Accounts payable and accrued expenses: | |||||||||
Accrued bonus | $ | 25,911 | $ | 678 | |||||
Accrued tax withholding (1) | 11,938 | — | |||||||
Accrued transaction expense | 5,205 | — | |||||||
Income tax payable | 3,118 | — | |||||||
Accrued payroll | 1,400 | 39 | |||||||
Accrued professional fees | 740 | 54 | |||||||
Deferred tax liability | 60 | — | |||||||
Other | 4,703 | 602 | |||||||
Total | $ | 53,075 | $ | 1,373 | |||||
__________________ | |||||||||
-1 | Represents withholding tax related to vesting and net settlement of restricted stock units. |
Management_Agreements_and_Mana1
Management Agreements and Managed Companies (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 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 | NorthStar/RXR | |||||||||
Income | Healthcare | Income II | New York Metro(9) | |||||||||
Offering amount(1) | $1.1 billion | $1.8 billion(8) | $1.65 billion | $2.0 billion | ||||||||
Total raised through February 24, 2015 (2) | $1.2 billion | $1.1 billion | $385 million | -10 | ||||||||
Primary strategy | CRE Debt | Healthcare Equity and Debt | CRE Debt | New York City CRE Equity and Debt | ||||||||
Primary offering period | Completed July 2013 | Ends February 2017(8) | Ends May 2015(11) | Ends February 2017(11) | ||||||||
Asset Management and Other Fees: | ||||||||||||
Asset management fees (3) | 1.25% of assets | 1.00% of assets | 1.25% of assets | 1.25% of assets | ||||||||
Acquisition fees (4) | 1.00% of investment | 2.25% for real estate properties | 1.00% of investment | 2.25% for real estate properties | ||||||||
1.00% of other investments | 1.00% of other investments | |||||||||||
Disposition fees (5) | 1.00% of sales price | 2.00% for real estate properties | 1.00% of sales price | 2.00% for real estate properties | ||||||||
1.00% of sales price for debt investments | 1.00% of sales price for debt investments | |||||||||||
Incentive payments (6) | 15.00% of net cash flows after an 8.00% return | 15.00% of net cash flows after a 6.75% return(7) | 15.00% of net cash flows after a 7.00% return | 15.00% of net cash flows after a 6.00% return | ||||||||
__________________ | ||||||||||||
-1 | Represents amount of shares registered to offer pursuant to each Sponsored Company’s public offering and includes the follow-on public offering of up to $700 million for NorthStar Healthcare. | |||||||||||
-2 | Includes capital raised through the dividend reinvestment plan. | |||||||||||
-3 | 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). | |||||||||||
-4 | Calculated based on the amount funded or allocated by the Sponsored Companies 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). | |||||||||||
-5 | Calculated based on contractual sales price of each investment sold. | |||||||||||
-6 | The Company is entitled to receive distributions equal to 15% of net cash flow 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. | |||||||||||
-7 | The Healthcare Strategic Partnership is entitled to the incentive fees earned from managing NorthStar Healthcare, of which the Company earn its proportionate interest (refer to Note 5). | |||||||||||
-8 | NorthStar Healthcare successfully completed its public offering on February 2, 2015 by raising $1.1 billion in capital. The Company began raising capital for NorthStar Healthcare’s follow-on public offering at the end of February 2015. | |||||||||||
-9 | Any asset management and other fees incurred by NorthStar/RXR New York Metro will be shared between the Company and RXR Realty as co-sponsors. | |||||||||||
-10 | The Company expects to begin raising capital for NorthStar/RXR New York Metro in 2015. | |||||||||||
-11 | Offering period subject to extension as determined by the board of directors of each company. | |||||||||||
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 | NorthStar/RXR New York Metro | |||||||||
Organization and offering costs (1) | $11.0 million (2) | $22.5 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 | $30.0 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 | 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 Companies in connection with their respective offerings. 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 | Excludes shares being offered pursuant to the dividend reinvestment plan. | |||||||||||
Schedule of Related Party Receivables | The following table presents receivables, related parties on the consolidated balance sheets as of December 31, 2014 and 2013 (dollars in thousands): | |||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
NorthStar Realty: (1) | ||||||||||||
Base management fee | $ | 41,395 | N/A | |||||||||
Incentive fee | 2,000 | N/A | ||||||||||
Other | 4,019 | N/A | ||||||||||
Subtotal NorthStar Realty | 47,414 | N/A | ||||||||||
Sponsored Companies: | ||||||||||||
Fees | 245 | 2,252 | ||||||||||
Other receivables | 29,319 | 20,894 | ||||||||||
Subtotal Sponsored Companies | 29,564 | 23,146 | ||||||||||
Other | 648 | 41 | ||||||||||
Total | $ | 77,626 | (2) | $ | 23,187 | |||||||
________________________ | ||||||||||||
-1 | 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 and year ended December 31, 2013. | |||||||||||
(2) As of December 31, 2014 and 2013, the Company had unreimbursed costs from the Sponsored Companies of $29.3 million and $20.9 million respectively, recorded as receivables, related parties on the combined consolidated balance sheets. Subsequent to December 31, 2014, the Company received $47.4 million from NorthStar Realty. | ||||||||||||
Schedule of Net Commission Revenue | The following table summarizes selling commission and dealer manager fees, commission expense and net commission income for the years ended December 31, 2014, 2013 and 2012 (dollar in thousands): | |||||||||||
Years Ended | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Selling commission and dealer manager fees | $ | 110,563 | $ | 62,572 | $ | 42,385 | ||||||
Commission expense | 104,428 | 57,325 | 38,506 | |||||||||
Net commission income(1) | $ | 6,135 | $ | 5,247 | $ | 3,879 | ||||||
________________________ | ||||||||||||
(1) Excludes direct expenses of NorthStar Securities. |
Commitments_and_Contingencies_
Commitments and Contingencies Commitments and Contingencies (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ||||
Schedule of Future Minimum Lease Payments for Capital Leases | The following table presents minimum future rental payments under these contractual lease obligations as of December 31, 2014 (dollars in thousands): | |||
Years Ending December 31: | ||||
2015 | $ | 3,994 | ||
2016 | 4,148 | |||
2017 | 2,956 | |||
2018 | 1,138 | |||
2019 | 656 | |||
Thereafter | — | |||
Total minimum lease payments | $ | 12,892 | ||
EquityBased_Compensation_Table
Equity-Based Compensation (Tables) | 12 Months Ended | ||||||
Dec. 31, 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 December 31, 2014 (grants in thousands): | ||||||
Weighted | |||||||
Grants | Average | ||||||
Grant Price(2) | |||||||
As of June 30, 2014, time of the spin-off | 1,917 | $ | 22.91 | ||||
New grants | 4,855 | 18.67 | |||||
Vesting of restricted stock post-spin | (1,028 | ) | 9.24 | ||||
Withheld/retired shares | (500 | ) | 18.17 | ||||
Forfeited or canceled grants | (5 | ) | 16.56 | ||||
Ending Balance/Weighted Average(1) | 5,239 | $ | 22.12 | ||||
__________ | |||||||
-1 | Includes 4.1 million shares of restricted stock and 1.1 million vested and unvested Deferred LTIP Units as of December 31, 2014. | ||||||
-2 | Amounts have been retrospectively adjusted to reflect NorthStar Realty’s reverse stock split, which occurred prior to the spin-off on June 30, 2014. |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Stockholders' Equity Note Disclosure and Earnings Per Share Disclosure [Abstract] | ||||||||||||
Schedule of Earnings Per Share | The following table presents EPS for the years ended December 31, 2014, 2013 and 2012 (dollars and shares in thousands, except per share data): | |||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Numerator: | ||||||||||||
Net income (loss) | $ | 19,100 | $ | (1,995 | ) | $ | (17,322 | ) | ||||
Earnings (loss) allocated to unvested participating securities | (247 | ) | — | — | ||||||||
Numerator for basic income per share | $ | 18,853 | $ | (1,995 | ) | $ | (17,322 | ) | ||||
Denominator: | ||||||||||||
Weighted average number of shares of common stock | 187,852 | 187,816 | 187,816 | |||||||||
Dilutive effect of restricted common stock | 849 | — | — | |||||||||
Dilutive effect of RSUs (1) | 4,883 | — | — | |||||||||
Dilutive effect of the Deferred LTIP Units | 572 | — | — | |||||||||
Dilutive effect of the Healthcare Strategic Partnership RSUs | 252 | — | — | |||||||||
Weighted average number of diluted shares(2) | 194,408 | 187,816 | 187,816 | |||||||||
Earnings (loss) per share: | ||||||||||||
Basic | $ | 0.1 | $ | (0.01 | ) | $ | (0.09 | ) | ||||
Diluted | $ | 0.1 | $ | (0.01 | ) | $ | (0.09 | ) | ||||
_______________________ | ||||||||||||
-1 | Represents shares related to the NorthStar Realty Stock Plan. | |||||||||||
-2 | Diluted 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_Tables
Income Taxes (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Income Tax Disclosure [Abstract] | |||||
Schedule of Components of Income Tax Expense (Benefit) | The following table presents the income taxes (benefit) expense for the six months ended as of December 31, 2014 (dollars in thousands): | ||||
Current: | |||||
U.S. federal | $ | 2,516 | |||
U.S. state and local | 503 | ||||
Non-U.S. | 1,934 | ||||
Subtotal current | 4,953 | ||||
Deferred: | |||||
U.S. federal | (2,293 | ) | |||
U.S. state and local | (458 | ) | |||
Non-U.S. | (580 | ) | |||
Subtotal deferred | (3,331 | ) | |||
Income tax (benefit) expense | $ | 1,622 | |||
Schedule of Deferred Tax Assets and Liabilities | The following table presents the tax effects of the temporary differences as of December 31, 2014: | ||||
Deferred tax asset | |||||
Equity-based compensation | $ | 3,006 | |||
Investments in unconsolidated ventures | 149 | ||||
Total deferred tax asset | $ | 3,155 | |||
Deferred tax liability | |||||
Intangible assets | $ | 60 | |||
Total deferred tax liability | $ | 60 | |||
Schedule of Effective Income Tax Rate Reconciliation | The following table presents the reconciliation of the provision for income taxes expense (benefit) to the U.S. federal statutory income tax rate for the six months ended December 31, 2014: | ||||
U.S. federal statutory income tax rate | 35 | % | |||
U.S. state and local income taxes | 2.9 | ||||
Change in valuation allowance | (21.3 | ) | |||
Equity-based compensation | (2.3 | ) | |||
Permanent items | 4.4 | ||||
Effect of foreign operations taxed at various rates | (17.9 | ) | |||
Other | 2.4 | ||||
Effective income tax rate | 3.2 | % |
Quarterly_Financial_Informatio1
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Schedule of Quarterly Financial Information | The following presents selected quarterly information for the years ended December 31, 2014 and 2013 (dollars in thousands): | ||||||||||||||||
Three Months Ended | |||||||||||||||||
December 31, | September 30, | June 30, | March 31, | ||||||||||||||
2014 | 2014 | 2014(2) | 2014(2) | ||||||||||||||
Asset management and other fees, related parties | $ | 69,438 | $ | 56,521 | $ | 13,110 | $ | 8,669 | |||||||||
Selling commission and dealer manager fees, related parties | 49,553 | 27,149 | 19,313 | 14,548 | |||||||||||||
Commission expense | 47,039 | 25,691 | 18,138 | 13,560 | |||||||||||||
Transaction costs | — | — | 21,926 | 2,550 | |||||||||||||
Total general and administrative | 43,500 | 32,719 | 14,850 | 15,503 | |||||||||||||
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax (benefit) expense | 27,408 | 24,905 | (22,247 | ) | (8,305 | ) | |||||||||||
Equity in earnings (losses) of unconsolidated ventures | (965 | ) | (74 | ) | — | — | |||||||||||
Income (loss) before income taxes | 26,443 | 24,831 | (22,247 | ) | (8,305 | ) | |||||||||||
Income tax (expense) benefit | 4,465 | (6,087 | ) | — | — | ||||||||||||
Net income (loss) | 30,908 | 18,744 | (22,247 | ) | (8,305 | ) | |||||||||||
Earnings (loss) per share:(1) | |||||||||||||||||
Basic | $ | 0.16 | $ | 0.1 | $ | (0.12 | ) | $ | (0.04 | ) | |||||||
Diluted | $ | 0.16 | $ | 0.1 | $ | (0.12 | ) | $ | (0.04 | ) | |||||||
__________________ | |||||||||||||||||
-1 | The total for the year may differ from the sum of the quarters as a result of weighting. | ||||||||||||||||
-2 | Represents a carve-out of revenues and expenses attributed to the Company related to NorthStar Realty’s historical asset management business. | ||||||||||||||||
Three Months Ended(2) | |||||||||||||||||
December 31, | September 30, | June 30, | March 31, | ||||||||||||||
2013 | 2013 | 2013 | 2013 | ||||||||||||||
Asset management and other fees, related parties | $ | 9,556 | $ | 6,782 | $ | 5,787 | $ | 4,508 | |||||||||
Selling commission and dealer manager fees, related parties | 11,358 | 1,639 | 32,635 | 16,940 | |||||||||||||
Commission expense | 10,821 | 1,629 | 29,506 | 15,369 | |||||||||||||
Total general and administrative | 7,600 | 5,579 | 11,397 | 8,297 | |||||||||||||
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax (benefit) expense | 864 | 1,618 | (2,348 | ) | (2,129 | ) | |||||||||||
Income (loss) before income taxes | 864 | 1,618 | (2,348 | ) | (2,129 | ) | |||||||||||
Income tax (expense) benefit | — | — | — | — | |||||||||||||
Net income (loss) | $ | 864 | $ | 1,618 | $ | (2,348 | ) | $ | (2,129 | ) | |||||||
Earnings (loss) per share:(1) | |||||||||||||||||
Basic | $ | 0.01 | $ | 0.01 | $ | (0.01 | ) | $ | (0.01 | ) | |||||||
Diluted | $ | 0.01 | $ | 0.01 | $ | (0.01 | ) | $ | (0.01 | ) | |||||||
_________________ | |||||||||||||||||
-1 | The total for the year may differ from the sum of the quarters as a result of weighting. | ||||||||||||||||
-2 | Represents a carve-out of revenues and expenses attributed to the Company related to NorthStar Realty’s historical asset management business. |
Segment_Reporting_Tables
Segment Reporting (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||
Schedule of segment reporting information | The following tables present segment reporting for the years ended December 31, 2014, 2013 and 2012 (dollars in thousands): | ||||||||||||||||||||||||
Statement of Operations: | |||||||||||||||||||||||||
Year ended December 31, 2014 | NorthStar Realty (1) | Sponsored | Broker Dealer (2) | Investment in Asset Managers | Corporate/Other | Total | |||||||||||||||||||
Companies | |||||||||||||||||||||||||
Asset management and other fees, related parties | $ | 82,759 | $ | 64,979 | $ | — | $ | — | $ | — | $ | 147,738 | |||||||||||||
Selling commission and dealer manager fees, related parties | — | — | 110,563 | — | — | 110,563 | |||||||||||||||||||
Commission expense | — | — | 104,428 | — | — | 104,428 | |||||||||||||||||||
Salaries and related expense | — | — | 6,831 | — | 30,374 | 37,205 | |||||||||||||||||||
Equity-based compensation expense | — | — | — | — | 51,650 | 51,650 | |||||||||||||||||||
Other general and administrative expenses | — | — | 8,126 | — | 9,591 | 17,717 | |||||||||||||||||||
Equity in earnings (losses) of unconsolidated ventures | — | — | — | (1,039 | ) | — | (1,039 | ) | |||||||||||||||||
Income tax (benefit) expense | — | — | — | — | 1,622 | 1,622 | |||||||||||||||||||
Net income (loss) | 82,759 | 64,979 | (8,916 | ) | (1,039 | ) | (118,683 | ) | 19,100 | ||||||||||||||||
Balance Sheet: | |||||||||||||||||||||||||
31-Dec-14 | |||||||||||||||||||||||||
Total assets | $ | 60,909 | (3) | $ | 27,147 | (3) | $ | 17,868 | $ | 54,480 | (4) | $ | 106,583 | $ | 266,987 | ||||||||||
_______________ | |||||||||||||||||||||||||
-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 receivables, related parties and cash. Subsequent to December 31, 2014, the Company received $47.4 million of reimbursements from the Managed Companies. | ||||||||||||||||||||||||
-4 | Represents investments in unconsolidated ventures. | ||||||||||||||||||||||||
Statement of Operations: | |||||||||||||||||||||||||
Year ended December 31, 2013 | NorthStar Realty (1) | Sponsored | Broker Dealer (2) | Corporate/Other | Total | ||||||||||||||||||||
Companies | |||||||||||||||||||||||||
Asset management and other fees, related parties | $ | — | $ | 26,633 | $ | — | $ | — | $ | 26,633 | |||||||||||||||
Selling commission and dealer manager fees, related parties | — | — | 62,572 | — | 62,572 | ||||||||||||||||||||
Commission expense | — | — | 57,325 | — | 57,325 | ||||||||||||||||||||
Salaries and related expense | — | — | 5,731 | 15,613 | 21,344 | ||||||||||||||||||||
Equity-based compensation expense | — | — | — | 5,177 | 5,177 | ||||||||||||||||||||
Other general and administrative expenses | — | — | 5,977 | 375 | 6,352 | ||||||||||||||||||||
Net income (loss) | — | 26,617 | (6,535 | ) | (22,077 | ) | (1,995 | ) | |||||||||||||||||
Balance Sheet: | |||||||||||||||||||||||||
December 31, 2013: | |||||||||||||||||||||||||
Total assets | $ | — | $ | 23,149 | (3) | $ | 8,377 | $ | 183 | $ | 31,709 | ||||||||||||||
_______________ | |||||||||||||||||||||||||
-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 receivables, related parties. | ||||||||||||||||||||||||
Statement of Operations: | |||||||||||||||||||||||||
Year ended December 31, 2012 | NorthStar Realty (1) | Sponsored | Broker Dealer (2) | Corporate/Other | Total | ||||||||||||||||||||
Companies | |||||||||||||||||||||||||
Asset management and other fees, related parties | $ | — | $ | 8,112 | $ | — | $ | — | $ | 8,112 | |||||||||||||||
Selling commission and dealer manager fees, related parties | — | — | 42,385 | — | 42,385 | ||||||||||||||||||||
Commission expense | — | — | 38,506 | — | 38,506 | ||||||||||||||||||||
Salaries and related expense | — | — | 4,825 | 15,392 | 20,217 | ||||||||||||||||||||
Equity-based compensation expense | — | — | — | 4,224 | 4,224 | ||||||||||||||||||||
Other general and administrative expenses | — | — | 3,731 | 1,115 | 4,846 | ||||||||||||||||||||
Net income (loss) | — | 8,112 | (4,742 | ) | (20,692 | ) | (17,322 | ) | |||||||||||||||||
Balance Sheet: | |||||||||||||||||||||||||
December 31, 2012: | |||||||||||||||||||||||||
Total assets | $ | — | $ | 11,425 | (3) | $ | 8,610 | $ | 222 | $ | 20,257 | ||||||||||||||
_______________ | |||||||||||||||||||||||||
-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 receivables, related parties |
Business_and_Organization_Deta
Business and Organization (Details) (USD $) | 0 Months Ended | 12 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2014 | Feb. 26, 2015 | |
property | |||
Variable Interest Entity [Line Items] | |||
Conversion rate of common stock | 1 | ||
Length of management contract term | 20 years | 20 years | |
NorthStar Realty Finance Corporation | |||
Variable Interest Entity [Line Items] | |||
Limited liability company interests contributed | 100.00% | ||
Cash contributed | 100,000,000 | ||
Cash Contributions for expenses related to the spin-off | 17,900,000 | ||
Subsequent Event | |||
Variable Interest Entity [Line Items] | |||
Value of European real estate portfolio acquired or committed to acquired | $2,000,000,000 | ||
Number of properties in European real estate portfolio acquired or committed to acquire | 50 | ||
American Healthcare Investors, LLC | |||
Variable Interest Entity [Line Items] | |||
Ownership percentage | 44.00% | ||
Island Hospitality [Member] | |||
Variable Interest Entity [Line Items] | |||
Ownership percentage | 45.00% | ||
Distribution Finance Corporation | |||
Variable Interest Entity [Line Items] | |||
Ownership percentage | 50.00% |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Other assets and liabilities (Details) (USD $) | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Other Assets [Abstract] | |||||
Prepaid income taxes | $6,656 | [1] | $0 | ||
Furniture, fixtures and equipment, net | 4,629 | [1],[2] | 295 | [2] | |
Deferred tax asset | 3,155 | [1] | 0 | ||
Prepaid expenses | 2,279 | [1] | 547 | ||
Security deposits | 2,232 | [1] | 34 | ||
Due from participating broker-dealers | 1,965 | [1] | 0 | ||
Pending deal costs | 1,045 | [1] | 0 | ||
Other | 531 | [1] | 109 | ||
Total | 22,492 | [1] | 985 | ||
Depreciation expense | $893 | $74 | $65 | ||
[1] | Includes 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. | ||||
[2] | The Company recorded depreciation expense of $0.9 million and $0.1 million for the years ended December 31, 2014 and 2013, respectively. |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Accounts Payable and Accrued Expenses (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Accounting Policies [Abstract] | ||||
Accrued bonus | $25,911 | $678 | ||
Accrued tax withholding | 11,938 | [1] | 0 | [1] |
Accrued transaction expense | 5,205 | 0 | ||
Income tax payable | 3,118 | 0 | ||
Accrued payroll | 1,400 | 39 | ||
Accrued professional fees | 740 | 54 | ||
Deferred tax liability | 60 | 0 | ||
Other | 4,703 | 602 | ||
Total | $53,075 | $1,373 | ||
[1] | Represents withholding tax related to vesting and net settlement of restricted stock units. |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Narrative (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Related Party Transaction [Line Items] | ||
Commission payable | $12,164 | $1,968 |
North Star Realty Securities LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Commission payable | $3,700 |
Management_Agreements_and_Mana2
Management Agreements and Managed Companies - NorthStar Realty (Narrative) (Details) (USD $) | 0 Months Ended | 6 Months Ended | 12 Months Ended | 0 Months Ended | ||
Jun. 30, 2014 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 01, 2015 | |
Related Party Transaction [Line Items] | ||||||
Length of management contract term | 20 years | 20 years | ||||
Length of additional option on management contract | 20 years | |||||
Base management fees | $79,400,000 | $0 | $0 | |||
Additional annual base management fee | 10,000,000 | |||||
Incentive management fee | 3,300,000 | |||||
Expenses covered by NorthStar Realty | 20.00% | |||||
Additional expenses covered by NorthStar Realty | 5,200,000 | |||||
Range 1 | ||||||
Related Party Transaction [Line Items] | ||||||
Incentive fee | 15.00% | 15.00% | ||||
Range 2 | ||||||
Related Party Transaction [Line Items] | ||||||
Incentive fee | 25.00% | 25.00% | ||||
Incentive fee (usd per share) | $0.45 | $0.45 | ||||
Minimum | Range 1 | ||||||
Related Party Transaction [Line Items] | ||||||
Incentive fee (usd per share) | $0.39 | $0.39 | ||||
Maximum | Range 1 | ||||||
Related Party Transaction [Line Items] | ||||||
Incentive fee (usd per share) | $0.45 | $0.45 | ||||
Subsequent Event | ||||||
Related Party Transaction [Line Items] | ||||||
Annual asset management fees (percent of assets) | 1.50% | |||||
Affiliated Entity [Member] | Base Management Fee | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Amounts of Transaction | 41,400,000 | |||||
Affiliated Entity [Member] | Incentive Management Fee, Receivable [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Amounts of Transaction | 2,000,000 | |||||
Affiliated Entity [Member] | Additional Expenses [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Amounts of Transaction | $4,000,000 |
Management_Agreements_and_Mana3
Management Agreements and Managed Companies - Summary of Fee Arrangements (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Jan. 01, 2015 | Feb. 28, 2015 | Feb. 02, 2015 | Dec. 04, 2014 | |||
Related Party Transaction [Line Items] | |||||||
Incentive payments (percent of net cash flows) | 15.00% | ||||||
Projected proceeds from public offering | $1,000,000,000 | ||||||
NorthStar Income | |||||||
Related Party Transaction [Line Items] | |||||||
Public offering | 1,100,000,000 | [1] | |||||
Annual asset management fees (percent of assets) | 1.25% | [2] | |||||
Acquisition fees (percent of investment) | 1.00% | [3] | |||||
Disposition fees (percent of sales price) | 1.00% | [4] | |||||
Incentive payments (percent of net cash flows) | 15.00% | [5] | |||||
Return on investment | 8.00% | [5] | |||||
NorthStar Healthcare | |||||||
Related Party Transaction [Line Items] | |||||||
Public offering | 1,800,000,000 | [1],[6] | |||||
Follow-on public offering | 700,000,000 | ||||||
Annual asset management fees (percent of assets) | 1.00% | [2] | |||||
Acquisition fees (percent of investment) | 1.00% | [3] | |||||
Acquisition fees (percent of real estate properties) | 2.25% | [2] | |||||
Disposition fees (percent of sales price) | 1.00% | [4] | |||||
Disposition fees (percent of real estate properties sales price) | 2.00% | [4] | |||||
Incentive payments (percent of net cash flows) | 15.00% | [5],[7] | |||||
Return on investment | 6.75% | [5],[7] | |||||
NorthStar Income II | |||||||
Related Party Transaction [Line Items] | |||||||
Public offering | 1,650,000,000 | [1] | |||||
Annual asset management fees (percent of assets) | 1.25% | [2] | |||||
Acquisition fees (percent of investment) | 1.00% | [3] | |||||
Disposition fees (percent of sales price) | 1.00% | [4] | |||||
Incentive payments (percent of net cash flows) | 15.00% | [5] | |||||
Return on investment | 7.00% | [5] | |||||
NorthStar/RXR New York Metro | |||||||
Related Party Transaction [Line Items] | |||||||
Public offering | 2,000,000,000 | [1],[8] | |||||
Annual asset management fees (percent of assets) | 1.25% | [2],[8] | |||||
Acquisition fees (percent of investment) | 1.00% | [3],[8] | |||||
Acquisition fees (percent of real estate properties) | 2.25% | [2],[8] | |||||
Disposition fees (percent of sales price) | 1.00% | [4],[8] | |||||
Disposition fees (percent of real estate properties sales price) | 2.00% | [4],[8] | |||||
Incentive payments (percent of net cash flows) | 15.00% | [5],[8] | |||||
Return on investment | 6.00% | [5],[8] | |||||
Subsequent Event | |||||||
Related Party Transaction [Line Items] | |||||||
Annual asset management fees (percent of assets) | 1.50% | ||||||
Subsequent Event | NorthStar Income | |||||||
Related Party Transaction [Line Items] | |||||||
Follow-on public offering | 1,200,000,000 | [9] | |||||
Subsequent Event | NorthStar Healthcare | |||||||
Related Party Transaction [Line Items] | |||||||
Public offering | 1,100,000,000 | ||||||
Follow-on public offering | 1,100,000,000 | [9] | |||||
Subsequent Event | NorthStar Income II | |||||||
Related Party Transaction [Line Items] | |||||||
Follow-on public offering | $385,000,000 | [9] | |||||
[1] | Represents amount of shares registered to offer pursuant to each Sponsored Company’s public offering and includes the follow-on public offering of up to $700 million for NorthStar Healthcare. | ||||||
[2] | 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). | ||||||
[3] | Calculated based on the amount funded or allocated by the Sponsored Companies 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). | ||||||
[4] | Calculated based on contractual sales price of each investment sold. | ||||||
[5] | The Company is entitled to receive distributions equal to 15% of net cash flow 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. | ||||||
[6] | NorthStar Healthcare successfully completed its public offering on February 2, 2015 by raising $1.1 billion in capital. The Company began raising capital for NorthStar Healthcare’s follow-on public offering at the end of February 2015 | ||||||
[7] | The Healthcare Strategic Partnership is entitled to the incentive fees earned from managing NorthStar Healthcare, of which the Company earn its proportionate interest (refer to Note 5). | ||||||
[8] | Any asset management and other fees incurred by NorthStar/RXR New York Metro will be shared between the Company and RXR Realty as co-sponsors. | ||||||
[9] | Includes capital raised through the dividend reinvestment plan. |
Management_Agreements_and_Mana4
Management Agreements and Managed Companies - Sponsored Companies (Narrative) (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 04, 2014 | |
Related Party Transaction [Line Items] | ||||
Sponsor fees | $65,000,000 | $26,600,000 | $8,100,000 | |
Projected proceeds from public offering | 1,000,000,000 | |||
NorthStar Realty Finance Corporation | ||||
Related Party Transaction [Line Items] | ||||
Commitment to invest in initial public offering | 10,000,000 | |||
Commitment to invest as distribution support | 10,000,000 | |||
Number of new sponsored companies per year | 5 | |||
Class A Common Stock | NorthStar/RXR New York Metro | ||||
Related Party Transaction [Line Items] | ||||
Commitment to purchase common stock | $10,000,000 | |||
Commitment to purchase common stock period | 2 years | |||
Class A Common Stock | NorthStar Realty Finance Corporation | ||||
Related Party Transaction [Line Items] | ||||
Commitment to purchase common stock (percent) | 75.00% | |||
Class A Common Stock | RXR Realty | ||||
Related Party Transaction [Line Items] | ||||
Commitment to purchase common stock (percent) | 25.00% |
Management_Agreements_and_Mana5
Management Agreements and Managed Companies - Summary of Expense Arrangements (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||
Operating Costs (percent of average invested assets) | 2.00% | |
Operating Costs (percent of net income) | 25.00% | |
NorthStar Income | ||
Related Party Transaction [Line Items] | ||
Organization and offering costs | 11 | [1],[2] |
Operating Costs (percent of average invested assets) | 2.00% | [3] |
Operating Costs (percent of net income) | 25.00% | [3] |
NorthStar Healthcare | ||
Related Party Transaction [Line Items] | ||
Organization and offering costs | 22.5 | [1],[4] |
Organization and offering costs (percent of proceeds expected to be raised) | 1.50% | [1],[4] |
Operating Costs (percent of average invested assets) | 2.00% | [3] |
Operating Costs (percent of net income) | 25.00% | [3] |
NorthStar Income II | ||
Related Party Transaction [Line Items] | ||
Organization and offering costs | 24.8 | [1] |
Organization and offering costs (percent of proceeds expected to be raised) | 1.50% | [1] |
Operating Costs (percent of average invested assets) | 2.00% | [3] |
Operating Costs (percent of net income) | 25.00% | [3] |
NorthStar/RXR New York Metro | ||
Related Party Transaction [Line Items] | ||
Organization and offering costs | 30 | [1] |
Organization and offering costs (percent of proceeds expected to be raised) | 1.50% | [1] |
Operating Costs (percent of average invested assets) | 2.00% | [3] |
Operating Costs (percent of net income) | 25.00% | [3] |
[1] | Represents reimbursement for organization and offering costs paid on behalf of the Sponsored Companies in connection with their respective offerings. 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] | Excludes shares being offered pursuant to the dividend reinvestment plan. |
Management_Agreements_and_Mana6
Management Agreements and Managed Companies - Related Party Receivables (Details) (USD $) | 6 Months Ended | 12 Months Ended | 2 Months Ended | ||
Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Feb. 26, 2015 | ||
Related Party Transaction [Line Items] | |||||
Receivables, related parties | $77,626,000 | [1] | $23,187,000 | ||
Base management fees | 79,400,000 | 0 | 0 | ||
Unreimbursed costs receivable | 29,300,000 | 20,900,000 | |||
Subsequent Event | |||||
Related Party Transaction [Line Items] | |||||
Reimbursement revenue | 47,400,000 | ||||
NorthStar Realty Finance Corporation | |||||
Related Party Transaction [Line Items] | |||||
Base management fee | 41,395,000 | [2] | |||
Incentive fee | 2,000,000 | [2] | |||
Other | 4,019,000 | [2] | |||
Receivables, related parties | 47,414,000 | [2] | |||
Sponsored Companies | |||||
Related Party Transaction [Line Items] | |||||
Receivables, related parties | 29,564,000 | 23,146,000 | |||
Fees | 245,000 | 2,252,000 | |||
Other receivables | 29,319,000 | 20,894,000 | |||
Other Affiliates | |||||
Related Party Transaction [Line Items] | |||||
Other receivables | $648,000 | $41,000 | |||
[1] | As of December 31, 2014 and 2013, the Company had unreimbursed costs from the Sponsored Companies of $29.3 million and $20.9 million respectively, recorded as receivables, related parties on the combined consolidated balance sheets. Subsequent to December 31, 2014, the Company received $47.4 million from NorthStar Realty. | ||||
[2] | 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 and year ended December 31, 2013. |
Management_Agreements_and_Mana7
Management Agreements and Managed Companies - Selling Commission and Dealer Manager Fees and Commission Expense (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Related Party Transaction [Line Items] | |||
Selling commission as percentage of gross primary offering proceeds | 7.00% | ||
Dealer manager fee rate, percent of gross proceeds | 3.00% | ||
NorthStar Securities | |||
Related Party Transaction [Line Items] | |||
Reallowed commission expense | $13.80 | $7.80 | $5.40 |
Management_Agreements_and_Mana8
Management Agreements and Managed Companies - Summary of Net Commission Income (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||||||||
Management Agreements [Abstract] | ||||||||||||||||||||
Selling commission and dealer manager fees, related parties | $49,553 | $27,149 | $19,313 | [1] | $14,548 | [1] | $11,358 | [1] | $1,639 | [1] | $32,635 | [1] | $16,940 | [1] | $110,563 | [2] | $62,572 | $42,385 | ||
Commission expense | 47,039 | 25,691 | 18,138 | [1] | 13,560 | [1] | 10,821 | [1] | 1,629 | [1] | 29,506 | [1] | 15,369 | [1] | 104,428 | [2] | 57,325 | 38,506 | ||
Net commission income | $6,135 | [3] | $5,247 | [3] | $3,879 | [3] | ||||||||||||||
[1] | Represents a carve-out of revenues and expenses attributed to the Company related to NorthStar Realty’s historical asset management business. | |||||||||||||||||||
[2] | The combined consolidated financial statements for the year ended December 31, 2014 include: (i) the Company’s results of operations for the six months ended December 31, 2014, which represents the Company’s results of operations following the spin-off of NorthStar Realty’s historical asset management business on June 30, 2014; and (ii) the Company’s results of operations for the six months ended June 30, 2014 which represents a carve-out of revenues and expenses attributable to the Company related to NorthStar Realty’s historical asset management business. The Company historical financial information for the years ended December 31, 2013 and 2012 was prepared on the same basis as the six months ended June 30, 2014. As a result, results of operations for the year ended December 31, 2014 may not be comparative to the Company’s results of operations reported for the prior periods presented. | |||||||||||||||||||
[3] | Excludes direct expenses of NorthStar Securities. |
Investments_in_Unconsolidated_1
Investments in Unconsolidated Ventures - Distribution Finance Corporation (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 6 Months Ended | ||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2014 | Dec. 31, 2014 | ||||
Investments in and Advances to Affiliates [Line Items] | ||||||||||||
Equity in (earnings) losses of unconsolidated ventures | $965,000 | $74,000 | $0 | [1] | $0 | [1] | $1,039,000 | [2] | $0 | $0 | ||
Distribution Finance Corporation | ||||||||||||
Investments in and Advances to Affiliates [Line Items] | ||||||||||||
Contribution to equity method investments | 4,000,000 | |||||||||||
Fee on syndicated investments | 0.50% | |||||||||||
Incentive fee | 15.00% | 15.00% | ||||||||||
Equity method investments | 3,700,000 | 3,700,000 | 3,700,000 | |||||||||
Equity in (earnings) losses of unconsolidated ventures | $300,000 | |||||||||||
Distribution Finance Corporation | Minimum | ||||||||||||
Investments in and Advances to Affiliates [Line Items] | ||||||||||||
Annual asset management fees (percent of assets) | 1.00% | |||||||||||
[1] | Represents a carve-out of revenues and expenses attributed to the Company related to NorthStar Realty’s historical asset management business. | |||||||||||
[2] | The combined consolidated financial statements for the year ended December 31, 2014 include: (i) the Company’s results of operations for the six months ended December 31, 2014, which represents the Company’s results of operations following the spin-off of NorthStar Realty’s historical asset management business on June 30, 2014; and (ii) the Company’s results of operations for the six months ended June 30, 2014 which represents a carve-out of revenues and expenses attributable to the Company related to NorthStar Realty’s historical asset management business. The Company historical financial information for the years ended December 31, 2013 and 2012 was prepared on the same basis as the six months ended June 30, 2014. As a result, results of operations for the year ended December 31, 2014 may not be comparative to the Company’s results of operations reported for the prior periods presented. |
Investments_in_Unconsolidated_2
Investments in Unconsolidated Ventures - American Healthcare Investors LLC (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | ||||
Investments in and Advances to Affiliates [Line Items] | |||||||||||
Equity in (earnings) losses of unconsolidated ventures | $965,000 | $74,000 | $0 | [1] | $0 | [1] | $1,039,000 | [2] | $0 | $0 | |
American Healthcare Investors, LLC | |||||||||||
Investments in and Advances to Affiliates [Line Items] | |||||||||||
Cash and stock consideration | 57,500,000 | ||||||||||
Cash paid to acquire business | 37,500,000 | ||||||||||
Common stock consideration | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||
Common stock consideration that vested immediately | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||
Equity method investments | 50,800,000 | 50,800,000 | 50,800,000 | ||||||||
Equity in (earnings) losses of unconsolidated ventures | 700,000 | ||||||||||
Operating income | 1,200,000 | ||||||||||
Non-cash depreciation expense and equity-based compensation expense | $500,000 | ||||||||||
[1] | Represents a carve-out of revenues and expenses attributed to the Company related to NorthStar Realty’s historical asset management business. | ||||||||||
[2] | The combined consolidated financial statements for the year ended December 31, 2014 include: (i) the Company’s results of operations for the six months ended December 31, 2014, which represents the Company’s results of operations following the spin-off of NorthStar Realty’s historical asset management business on June 30, 2014; and (ii) the Company’s results of operations for the six months ended June 30, 2014 which represents a carve-out of revenues and expenses attributable to the Company related to NorthStar Realty’s historical asset management business. The Company historical financial information for the years ended December 31, 2013 and 2012 was prepared on the same basis as the six months ended June 30, 2014. As a result, results of operations for the year ended December 31, 2014 may not be comparative to the Company’s results of operations reported for the prior periods presented. |
Related_Party_Arrangements_Nor
Related Party Arrangements - NorthStar Realty (Narrative) (Details) (Revolving Credit Facility, NorthStar Realty Finance Corporation, USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |
Borrowing capacity | $250,000,000 |
Term of financing option | 5 years |
Financial covenant, unrestricted cash or cash equivalents amount | $100,000,000 |
LIBOR | |
Related Party Transaction [Line Items] | |
Basis spread on variable rate (percent) | 3.50% |
Related_Party_Arrangements_Hea
Related Party Arrangements - Healthcare Strategic Joint Venture (Narrative) (Details) | 0 Months Ended | |
Feb. 02, 2015 | Dec. 31, 2014 | |
Minimum | Healthcare Strategic Partnership | ||
Related Party Transaction [Line Items] | ||
Incentive fee | 20.00% | |
Maximum | Healthcare Strategic Partnership | ||
Related Party Transaction [Line Items] | ||
Incentive fee | 25.00% | |
Subsequent Event | Restricted Stock Units (RSUs) | Mr. Flaherty | ||
Related Party Transaction [Line Items] | ||
Number of common shares issued | 20,305 |
Related_Party_Arrangements_AHI
Related Party Arrangements - AHI Venture (Narrative) (Details) (USD $) | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||||
Base management fees | $79,400,000 | $0 | $0 | |
AHI Ventures | AHI Ventures | ||||
Related Party Transaction [Line Items] | ||||
Base management fees | $600,000 | |||
Ownership percentage | 0.50% | 0.50% | ||
Mr. Flaherty | AHI Ventures | ||||
Related Party Transaction [Line Items] | ||||
Ownership percentage | 9.30% | 9.30% |
Related_Party_Arrangements_RXR
Related Party Arrangements - RXR Realty (Narrative) (Details) (RXR Realty, NorthStar Realty Finance Corporation) | Dec. 31, 2013 |
RXR Realty | NorthStar Realty Finance Corporation | |
Related Party Transaction [Line Items] | |
Ownership percentage | 30.00% |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 0 Months Ended | 12 Months Ended |
Jul. 01, 2014 | Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ||
2015 | $3,994,000 | |
2016 | 4,148,000 | |
2017 | 2,956,000 | |
2018 | 1,138,000 | |
2019 | 656,000 | |
2019 | 0 | |
Total minimum lease payments | 12,892,000 | |
Rent expense | 2,100,000 | |
Number of days of employment to qualify for 401(k) plan | 30 days | |
Employee matching contribution for the first level of earnings | 100.00% | |
Employer match level one | 3.00% | |
Employee matching contribution for the second level of earnings | 50.00% | |
Employer match level two | 2.00% | |
Aggregate matching contribution | $200,000 |
EquityBased_Compensation_North
Equity-Based Compensation - NorthStar Asset Management Equity Plans (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |
Dec. 31, 2014 | Apr. 03, 2014 | Dec. 31, 2014 | 31-May-14 | Dec. 31, 2014 | Feb. 28, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 4 years | |||||
Incentive Compensation Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 4 years | |||||
Percent of RSUs subject to performance based hurdles | 31.65% | |||||
Incentive Compensation Plan | NorthStar Realty Finance Corporation | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Maximum long-term bonus and other compensation covered by NorthStar | 50.00% | |||||
Restricted Stock Units (RSUs) | Omnibus Stock Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares granted in period | 6,230,529 | 1,334,891 | ||||
Award vesting period | 4 years | |||||
Percent of RSUs subject to performance based hurdles | 40.00% | |||||
Percent of RSUs, subject to performance-based hurdles, total shareholder return | 30.00% | |||||
Percent of RSUs subject to performance based hurdles, total shareholder return, Russell 2000 Index | 30.00% | |||||
Risk free rate | 1.48% | 1.29% | ||||
Percent of vested RSUs | 25.00% | |||||
Number of retired shares | 392,157 | |||||
Performance RSUs | Omnibus Stock Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
New grants, Weighted Average Grant Price | 17.01 | 16.8 | ||||
Absolute TSR RSUs | Omnibus Stock Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
New grants, Weighted Average Grant Price | 10.22 | 9.95 | ||||
Relative TSR RSUs | Omnibus Stock Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
New grants, Weighted Average Grant Price | 16.21 | 16.29 | ||||
Common Stock | Incentive Compensation Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percent of RSUs subject to performance based hurdles | 31.65% | |||||
Percent of vested performance shares | 25.00% | |||||
Number of common shares issued | 795,107 | |||||
Number of retired shares | 108,198 | |||||
Performance Stock | Incentive Compensation Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percent of RSUs subject to performance based hurdles | 18.35% | |||||
Employment period | 4 years | |||||
Subsequent Event | Common Stock | Incentive Compensation Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 3 years | |||||
Number of common shares issued | 643,511 | |||||
Executive Officer | Restricted Stock Units (RSUs) | Omnibus Stock Incentive Plan | NorthStar Realty Finance Corporation | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares granted in period | 1,968,108 | |||||
Executive Officer | Subsequent Event | Common Stock | Incentive Compensation Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of common shares issued | 474,842 |
EquityBased_Compensation_North1
Equity-Based Compensation - NorthStar Realty Equity Plans (Narrative) (Details) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended |
Apr. 03, 2014 | 31-May-14 | Dec. 31, 2014 | Jan. 01, 2015 | Dec. 31, 2015 | |
Omnibus Stock Incentive Plan | Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares granted in period | 6,230,529 | 1,334,891 | |||
Omnibus Stock Incentive Plan | NorthStar Realty Finance Corporation | Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of common shares issued | 686,262 | ||||
Omnibus Stock Incentive Plan | NorthStar Realty Finance Corporation | Restricted Stock | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of common shares issued | 49,149 | ||||
Omnibus Stock Incentive Plan | NorthStar Realty Finance Corporation | Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares that met the performance hurdle | 762,898 | ||||
Omnibus Stock Incentive Plan | NorthStar Realty Finance Corporation | Restricted Stock Units (RSUs) | Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of units subject to vesting | 1,205,213 | ||||
Number of shares granted in period | 1,968,108 | ||||
Incentive Compensation Plan | NorthStar Realty Finance Corporation | LTIP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
LTIP units issued | 1,134,723 | ||||
Number of units subject to vesting | 934,347 | ||||
Scenario, Forecast | Omnibus Stock Incentive Plan | NorthStar Realty Finance Corporation | LTIP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of LTIP shares that will be issued | 665,747 |
EquityBased_Compensation_Other
Equity-Based Compensation - Other Issuances (Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | |
In Millions, except Share data, unless otherwise specified | Dec. 08, 2014 | Dec. 31, 2014 | Jan. 22, 2014 | Feb. 02, 2015 |
American Healthcare Investors, LLC | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cash paid to acquire business | $37.50 | |||
Percentage of shares subject to forfeiture conditions | 50.00% | |||
Cash and stock consideration | 20 | |||
Number of shares | 956,462 | |||
Number of principals for continued service | 3 | |||
Lapsing period for first 50% of shares | 2 years | |||
Lapsing period for remaining 50% of shares | 5 years | |||
Contribution of equity incentives | 2 | |||
American Healthcare Investors, LLC | Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cash and stock consideration | $10 | |||
Number of shares | 478,231 | |||
Restricted Stock Units (RSUs) | Healthcare Strategic Joint Venture | Incentive Compensation Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares granted in period | 500,000 | |||
Subsequent Event | Restricted Stock Units (RSUs) | Healthcare Strategic Joint Venture | Incentive Compensation Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares granted in period | 20,305 |
EquityBased_Compensation_Summa
Equity-Based Compensation - Summary (Narrative) (Details) (USD $) | 6 Months Ended | 12 Months Ended | 6 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2014 | Jan. 01, 2015 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Equity-based compensation expense | $37,900,000 | $51,650,000 | [1] | $5,177,000 | $4,224,000 | ||
Deductible compensation expense | 21,600,000 | ||||||
Equity-based compensation expense not yet recognized | 110,100,000 | 110,100,000 | |||||
NorthStar Realty Finance Corporation | Omnibus Stock Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Equity-based compensation expense | $13,700,000 | ||||||
Common Stock | Incentive Compensation Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Aggregate shares reserved for future awards | 22,500,000 | 22,500,000 | |||||
Percent of increase in shares outstanding | 2.00% | ||||||
Subsequent Event | Common Stock | Incentive Compensation Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common Stock, Increase (Decrease) in Capital Shares Reserved For Future Issuance | 3,858,957 | ||||||
[1] | The combined consolidated financial statements for the year ended December 31, 2014 include: (i) the Company’s results of operations for the six months ended December 31, 2014, which represents the Company’s results of operations following the spin-off of NorthStar Realty’s historical asset management business on June 30, 2014; and (ii) the Company’s results of operations for the six months ended June 30, 2014 which represents a carve-out of revenues and expenses attributable to the Company related to NorthStar Realty’s historical asset management business. The Company historical financial information for the years ended December 31, 2013 and 2012 was prepared on the same basis as the six months ended June 30, 2014. As a result, results of operations for the year ended December 31, 2014 may not be comparative to the Company’s results of operations reported for the prior periods presented. |
EquityBased_Compensation_Summa1
Equity-Based Compensation - Summary of Deferred LTIP Units and Restricted Stock (Details) (USD $) | 6 Months Ended | |
Dec. 31, 2014 | ||
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Number of restricted shares and vested and unvested Deferred LTIP Units | 4,100,000 | |
LTIP | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Beginning Balance, time of spin-off, Grants | 1,917,000 | |
New grants, Grants | 4,855,000 | |
Vesting of restricted stock post-spin, Grants | -1,028,000 | |
Withheld/retired shares | -500,000 | |
Forfeited or canceled grants, Grants | -5,000 | |
Ending Balance, Grants | 5,239,000 | [1] |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Beginning Balance, time of spin-off, Weighted Average Grant Price | $22.91 | [2] |
New grants, Weighted Average Grant Price | $18.67 | [2] |
Vesting of restricted stock post-spin, Weighted Average Grant Price | $9.24 | [2] |
Withheld/retired shares, Weighted Average Grant Price | $18.17 | [2] |
Forfeited or canceled grants, Weighted Average Grant Price | $16.56 | [2] |
Ending Balance, Weighted Average Grant Price | $22.12 | [1],[2] |
Number of restricted shares and vested and unvested Deferred LTIP Units | 1,100,000 | |
[1] | Includes 4.1 million shares of restricted stock and 1.1 million vested and unvested Deferred LTIP Units as of December 31, 2014. | |
[2] | Amounts have been retrospectively adjusted to reflect NorthStar Realty’s reverse stock split, which occurred prior to the spin-off on June 30, 2014. |
Stockholders_Equity_Narrative_
Stockholders' Equity (Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended | 1 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Oct. 30, 2014 | Dec. 31, 2014 | Jul. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Director Shares [Abstract] | |||||
Award vesting period | 4 years | ||||
Performance Stock [Abstract] | |||||
Number of capital units authorized | 1,600,000,000 | 1,600,000,000 | |||
Number of performance common shares authorized | 1,000,000,000 | 1,000,000,000 | 3,000 | ||
Common stock, par value | $0.01 | 0.01 | $0.01 | ||
Dividends [Abstract] | |||||
Dividends per share of common stock | $0.10 | ||||
Restricted Stock | |||||
Director Shares [Abstract] | |||||
Number of restricted shares issued to directors | 37,500 | ||||
Fair value of restricted common shares at grant date | $0.70 | ||||
Award vesting period | 3 years | ||||
Performance Stock | |||||
Performance Stock [Abstract] | |||||
Number of performance common shares authorized | 500,000,000 | 500,000,000 | |||
Common stock, par value | $0.01 | 0.01 | |||
Absolute TSR RSUs | |||||
Common Stock [Abstract] | |||||
Number of common shares issued | 1,869,157 | ||||
Relative TSR RSUs | |||||
Common Stock [Abstract] | |||||
Number of common shares issued | 1,869,157 | ||||
American Healthcare Investors, LLC | Common Stock | |||||
Common Stock [Abstract] | |||||
Number of common shares issued | 956,462 | ||||
American Healthcare Investors, LLC | Restricted Stock | |||||
Common Stock [Abstract] | |||||
Number of common shares issued | 478,231 | ||||
Additional Paid-in Capital | American Healthcare Investors, LLC | Restricted Stock | |||||
Common Stock [Abstract] | |||||
Increase to additional paid-in capital | $10.10 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||||||||||
Numerator: | ||||||||||||||||||||||
Net income (loss) | $30,908 | $18,744 | ($22,247) | [1] | ($8,305) | [1] | $864 | [1] | $1,618 | [1] | ($2,348) | [1] | ($2,129) | [1] | $19,100 | [2] | ($1,995) | ($17,322) | ||||
Earnings (loss) allocated to unvested participating securities | -247 | 0 | 0 | |||||||||||||||||||
Numerator for basic income per share | $18,853 | ($1,995) | ($17,322) | |||||||||||||||||||
Denominator: | ||||||||||||||||||||||
Weighted average number of shares of common stock | 187,852,497 | [2] | 187,815,614 | 187,815,614 | ||||||||||||||||||
Weighted average number of diluted shares | 194,408,211 | [2],[3] | 187,815,614 | [3] | 187,815,614 | [3] | ||||||||||||||||
Earnings (loss) per share: | ||||||||||||||||||||||
Basic (usd per share) | $0.16 | [4] | $0.10 | [4] | ($0.12) | [1],[4] | ($0.04) | [1],[4] | $0.01 | [1],[4] | $0.01 | [1],[4] | ($0.01) | [1],[4] | ($0.01) | [1],[4] | $0.10 | [2] | ($0.01) | ($0.09) | ||
Diluted (usd per share) | $0.16 | [4] | $0.10 | [4] | ($0.12) | [1],[4] | ($0.04) | [1],[4] | $0.01 | [1],[4] | $0.01 | [1],[4] | ($0.01) | [1],[4] | ($0.01) | [1],[4] | $0.10 | [2] | ($0.01) | ($0.09) | ||
Restricted common stock | ||||||||||||||||||||||
Denominator: | ||||||||||||||||||||||
Dilutive effect (shares) | 848,902 | 0 | 0 | |||||||||||||||||||
Restricted Stock Units (RSUs) | Omnibus Stock Incentive Plan | ||||||||||||||||||||||
Denominator: | ||||||||||||||||||||||
Dilutive effect (shares) | 4,882,524 | [5] | 0 | [5] | 0 | [5] | ||||||||||||||||
Restricted Stock Units (RSUs) | Healthcare Strategic Joint Venture | ||||||||||||||||||||||
Denominator: | ||||||||||||||||||||||
Dilutive effect (shares) | 252,055 | 0 | 0 | |||||||||||||||||||
LTIP | Deferred LTIP | ||||||||||||||||||||||
Denominator: | ||||||||||||||||||||||
Dilutive effect (shares) | 572,233 | 0 | 0 | |||||||||||||||||||
[1] | Represents a carve-out of revenues and expenses attributed to the Company related to NorthStar Realty’s historical asset management business. | |||||||||||||||||||||
[2] | The combined consolidated financial statements for the year ended December 31, 2014 include: (i) the Company’s results of operations for the six months ended December 31, 2014, which represents the Company’s results of operations following the spin-off of NorthStar Realty’s historical asset management business on June 30, 2014; and (ii) the Company’s results of operations for the six months ended June 30, 2014 which represents a carve-out of revenues and expenses attributable to the Company related to NorthStar Realty’s historical asset management business. The Company historical financial information for the years ended December 31, 2013 and 2012 was prepared on the same basis as the six months ended June 30, 2014. As a result, results of operations for the year ended December 31, 2014 may not be comparative to the Company’s results of operations reported for the prior periods presented. | |||||||||||||||||||||
[3] | Diluted 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. | |||||||||||||||||||||
[4] | The total for the year may differ from the sum of the quarters as a result of weighting. | |||||||||||||||||||||
[5] | Represents shares related to the NorthStar Realty Stock Plan. |
Income_Taxes_Provision_for_Inc
Income Taxes - Provision for Income Tax Expense (Benefit) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||||||
Current: | ||||||||||||||||||
U.S. federal | $2,516 | |||||||||||||||||
U.S. state and local | 503 | |||||||||||||||||
Non-U.S. | 1,934 | |||||||||||||||||
Subtotal current | 4,953 | [1] | 0 | 0 | ||||||||||||||
Deferred: | ||||||||||||||||||
U.S. federal | -2,293 | |||||||||||||||||
U.S. state and local | -458 | |||||||||||||||||
Non-U.S. | -580 | |||||||||||||||||
Subtotal deferred | -3,331 | [1] | 0 | 0 | ||||||||||||||
Provision for income tax expense (benefit) | ($4,465) | $6,087 | $0 | [2] | $0 | [2] | $0 | [2] | $0 | [2] | $0 | [2] | $0 | [2] | $1,622 | |||
[1] | The combined consolidated financial statements for the year ended December 31, 2014 include: (i) the Company’s results of operations for the six months ended December 31, 2014, which represents the Company’s results of operations following the spin-off of NorthStar Realty’s historical asset management business on June 30, 2014; and (ii) the Company’s results of operations for the six months ended June 30, 2014 which represents a carve-out of revenues and expenses attributable to the Company related to NorthStar Realty’s historical asset management business. The Company historical financial information for the years ended December 31, 2013 and 2012 was prepared on the same basis as the six months ended June 30, 2014. As a result, results of operations for the year ended December 31, 2014 may not be comparative to the Company’s results of operations reported for the prior periods presented. | |||||||||||||||||
[2] | Represents a carve-out of revenues and expenses attributed to the Company related to NorthStar Realty’s historical asset management business. |
Income_Taxes_Summary_of_Tax_Ef
Income Taxes - Summary of Tax Effects of Temporary Differences (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Deferred tax asset | |||
Equity-based compensation | $3,006 | ||
Investments in unconsolidated ventures | 149 | ||
Total deferred tax asset | 3,155 | [1] | 0 |
Deferred tax liability | |||
Intangible assets | 60 | ||
Total deferred tax liability | $60 | ||
[1] | Includes 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. |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Income Tax Expense (Benefit) (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
U.S. federal statutory income tax rate | 35.00% |
U.S. state and local income taxes | 2.90% |
Change in valuation allowance | -21.30% |
Equity-based compensation | -2.30% |
Permanent items | 4.40% |
Change in Foreign Tax Rate | -17.90% |
Other | 2.40% |
Effective income tax rate | 3.20% |
Income_Taxes_Income_Taxes_Narr
Income Taxes Income Taxes - Narrative (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | |
Change in deferred tax valuation allowance | $10.90 |
Unrecognized tax liability | 19.2 |
Recognized tax benefit | $1.60 |
Quarterly_Financial_Informatio2
Quarterly Financial Information (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||||
Asset management and other fees, related parties | $69,438 | $56,521 | $13,110 | [1] | $8,669 | [1] | $9,556 | [1] | $6,782 | [1] | $5,787 | [1] | $4,508 | [1] | $147,738 | [2],[3] | $26,633 | [2] | $8,112 | [2] | ||
Selling commission and dealer manager fees, related parties | 49,553 | 27,149 | 19,313 | [1] | 14,548 | [1] | 11,358 | [1] | 1,639 | [1] | 32,635 | [1] | 16,940 | [1] | 110,563 | [3] | 62,572 | 42,385 | ||||
Commission expense | 47,039 | 25,691 | 18,138 | [1] | 13,560 | [1] | 10,821 | [1] | 1,629 | [1] | 29,506 | [1] | 15,369 | [1] | 104,428 | [3] | 57,325 | 38,506 | ||||
Transaction costs | 0 | 0 | 21,926 | [1] | 2,550 | [1] | 24,476 | [3] | 1,590 | 0 | ||||||||||||
Total general and administrative | 43,500 | 32,719 | 14,850 | [1] | 15,503 | [1] | 7,600 | [1] | 5,579 | [1] | 11,397 | [1] | 8,297 | [1] | 106,572 | [3] | 32,873 | 29,287 | ||||
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax (benefit) expense | 27,408 | 24,905 | -22,247 | [1] | -8,305 | [1] | 864 | [1] | 1,618 | [1] | -2,348 | [1] | -2,129 | [1] | 21,761 | [3] | -1,995 | -17,322 | ||||
Equity in earnings (losses) of unconsolidated ventures | -965 | -74 | 0 | [1] | 0 | [1] | -1,039 | [3] | 0 | 0 | ||||||||||||
Income (loss) before income taxes | 26,443 | 24,831 | -22,247 | [1] | -8,305 | [1] | 864 | [1] | 1,618 | [1] | -2,348 | [1] | -2,129 | [1] | 20,722 | [3] | -1,995 | -17,322 | ||||
Income tax (expense) benefit | 4,465 | -6,087 | 0 | [1] | 0 | [1] | 0 | [1] | 0 | [1] | 0 | [1] | 0 | [1] | -1,622 | |||||||
Net income (loss) | $30,908 | $18,744 | ($22,247) | [1] | ($8,305) | [1] | $864 | [1] | $1,618 | [1] | ($2,348) | [1] | ($2,129) | [1] | $19,100 | [3] | ($1,995) | ($17,322) | ||||
Earnings (loss) per share: | ||||||||||||||||||||||
Basic (usd per share) | $0.16 | [4] | $0.10 | [4] | ($0.12) | [1],[4] | ($0.04) | [1],[4] | $0.01 | [1],[4] | $0.01 | [1],[4] | ($0.01) | [1],[4] | ($0.01) | [1],[4] | $0.10 | [3] | ($0.01) | ($0.09) | ||
Diluted (usd per share) | $0.16 | [4] | $0.10 | [4] | ($0.12) | [1],[4] | ($0.04) | [1],[4] | $0.01 | [1],[4] | $0.01 | [1],[4] | ($0.01) | [1],[4] | ($0.01) | [1],[4] | $0.10 | [3] | ($0.01) | ($0.09) | ||
[1] | Represents a carve-out of revenues and expenses attributed to the Company related to NorthStar Realty’s historical asset management business. | |||||||||||||||||||||
[2] | The Company began earning fees on July 1, 2014, in connection with the management agreement with NorthStar Realty (refer to Note 1). | |||||||||||||||||||||
[3] | The combined consolidated financial statements for the year ended December 31, 2014 include: (i) the Company’s results of operations for the six months ended December 31, 2014, which represents the Company’s results of operations following the spin-off of NorthStar Realty’s historical asset management business on June 30, 2014; and (ii) the Company’s results of operations for the six months ended June 30, 2014 which represents a carve-out of revenues and expenses attributable to the Company related to NorthStar Realty’s historical asset management business. The Company historical financial information for the years ended December 31, 2013 and 2012 was prepared on the same basis as the six months ended June 30, 2014. As a result, results of operations for the year ended December 31, 2014 may not be comparative to the Company’s results of operations reported for the prior periods presented. | |||||||||||||||||||||
[4] | The total for the year may differ from the sum of the quarters as a result of weighting. |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 2 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 26, 2015 | ||||||||||||
segment | ||||||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||||||
Number of Reportable Segments | 5 | |||||||||||||||||||||||
Asset management and other fees, related parties | $69,438,000 | $56,521,000 | $13,110,000 | [1] | $8,669,000 | [1] | $9,556,000 | [1] | $6,782,000 | [1] | $5,787,000 | [1] | $4,508,000 | [1] | $147,738,000 | [2],[3] | $26,633,000 | [2] | $8,112,000 | [2] | ||||
Selling commission and dealer manager fees, related parties | 49,553,000 | 27,149,000 | 19,313,000 | [1] | 14,548,000 | [1] | 11,358,000 | [1] | 1,639,000 | [1] | 32,635,000 | [1] | 16,940,000 | [1] | 110,563,000 | [3] | 62,572,000 | 42,385,000 | ||||||
Commission expense | 104,428,000 | 57,325,000 | 38,506,000 | |||||||||||||||||||||
Salaries and related expense | 37,205,000 | [3] | 21,344,000 | 20,217,000 | ||||||||||||||||||||
Equity-based compensation expense | 37,900,000 | 51,650,000 | [3] | 5,177,000 | 4,224,000 | |||||||||||||||||||
Other general and administrative expenses | 17,717,000 | [3] | 6,352,000 | 4,846,000 | ||||||||||||||||||||
Equity in earnings (losses) of unconsolidated ventures | -965,000 | -74,000 | 0 | [1] | 0 | [1] | -1,039,000 | [3] | 0 | 0 | ||||||||||||||
Income tax (benefit) expense | -4,465,000 | 6,087,000 | 0 | [1] | 0 | [1] | 0 | [1] | 0 | [1] | 0 | [1] | 0 | [1] | 1,622,000 | |||||||||
Net income (loss) | 30,908,000 | 18,744,000 | -22,247,000 | [1] | -8,305,000 | [1] | 864,000 | [1] | 1,618,000 | [1] | -2,348,000 | [1] | -2,129,000 | [1] | 19,100,000 | [3] | -1,995,000 | -17,322,000 | ||||||
Balance Sheet: | ||||||||||||||||||||||||
Total assets | 266,987,000 | 31,709,000 | 266,987,000 | 266,987,000 | 31,709,000 | 20,257,000 | ||||||||||||||||||
NorthStar Realty Finance Corporation | ||||||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||||||
Asset management and other fees, related parties | 82,759,000 | [4] | 0 | [4] | 0 | [4] | ||||||||||||||||||
Selling commission and dealer manager fees, related parties | 0 | [4] | 0 | [4] | 0 | [4] | ||||||||||||||||||
Commission expense | 0 | [4] | 0 | [4] | 0 | [4] | ||||||||||||||||||
Salaries and related expense | 0 | [4] | 0 | [4] | 0 | [4] | ||||||||||||||||||
Equity-based compensation expense | 0 | [4] | 0 | [4] | 0 | [4] | ||||||||||||||||||
Other general and administrative expenses | 0 | [4] | 0 | [4] | 0 | [4] | ||||||||||||||||||
Equity in earnings (losses) of unconsolidated ventures | 0 | [4] | ||||||||||||||||||||||
Income tax (benefit) expense | 0 | [4] | ||||||||||||||||||||||
Net income (loss) | 82,759,000 | [4] | 0 | [4] | 0 | [4] | ||||||||||||||||||
Balance Sheet: | ||||||||||||||||||||||||
Total assets | 60,909,000 | [4],[5] | 0 | [4] | 60,909,000 | [4],[5] | 60,909,000 | [4],[5] | 0 | [4] | 0 | [4] | ||||||||||||
Sponsored Companies | ||||||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||||||
Asset management and other fees, related parties | 64,979,000 | 26,633,000 | 8,112,000 | |||||||||||||||||||||
Selling commission and dealer manager fees, related parties | 0 | 0 | 0 | |||||||||||||||||||||
Commission expense | 0 | 0 | 0 | |||||||||||||||||||||
Salaries and related expense | 0 | 0 | 0 | |||||||||||||||||||||
Equity-based compensation expense | 0 | 0 | 0 | |||||||||||||||||||||
Other general and administrative expenses | 0 | 0 | 0 | |||||||||||||||||||||
Equity in earnings (losses) of unconsolidated ventures | 0 | |||||||||||||||||||||||
Income tax (benefit) expense | 0 | |||||||||||||||||||||||
Net income (loss) | 64,979,000 | 26,617,000 | 8,112,000 | |||||||||||||||||||||
Balance Sheet: | ||||||||||||||||||||||||
Total assets | 27,147,000 | [5] | 23,149,000 | [6] | 27,147,000 | [5] | 27,147,000 | [5] | 23,149,000 | [6] | 11,425,000 | [6] | ||||||||||||
Broker Dealer | ||||||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||||||
Asset management and other fees, related parties | 0 | [7] | 0 | [7] | 0 | [7] | ||||||||||||||||||
Selling commission and dealer manager fees, related parties | 110,563,000 | [7] | 62,572,000 | [7] | 42,385,000 | [7] | ||||||||||||||||||
Commission expense | 104,428,000 | [7] | 57,325,000 | [7] | 38,506,000 | [7] | ||||||||||||||||||
Salaries and related expense | 6,831,000 | [7] | 5,731,000 | [7] | 4,825,000 | [7] | ||||||||||||||||||
Equity-based compensation expense | 0 | [7] | 0 | [7] | 0 | [7] | ||||||||||||||||||
Other general and administrative expenses | 8,126,000 | [7] | 5,977,000 | [7] | 3,731,000 | [7] | ||||||||||||||||||
Equity in earnings (losses) of unconsolidated ventures | 0 | [7] | ||||||||||||||||||||||
Income tax (benefit) expense | 0 | [7] | ||||||||||||||||||||||
Net income (loss) | -8,916,000 | [7] | -6,535,000 | [7] | -4,742,000 | [7] | ||||||||||||||||||
Balance Sheet: | ||||||||||||||||||||||||
Total assets | 17,868,000 | [7] | 8,377,000 | [7] | 17,868,000 | [7] | 17,868,000 | [7] | 8,377,000 | [7] | 8,610,000 | [7] | ||||||||||||
Investment in Asset Management Businesses | ||||||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||||||
Asset management and other fees, related parties | 0 | |||||||||||||||||||||||
Selling commission and dealer manager fees, related parties | 0 | |||||||||||||||||||||||
Commission expense | 0 | |||||||||||||||||||||||
Salaries and related expense | 0 | |||||||||||||||||||||||
Equity-based compensation expense | 0 | |||||||||||||||||||||||
Other general and administrative expenses | 0 | |||||||||||||||||||||||
Equity in earnings (losses) of unconsolidated ventures | -1,039,000 | |||||||||||||||||||||||
Income tax (benefit) expense | 0 | |||||||||||||||||||||||
Net income (loss) | -1,039,000 | |||||||||||||||||||||||
Balance Sheet: | ||||||||||||||||||||||||
Total assets | 54,480,000 | [8] | 54,480,000 | [8] | 54,480,000 | [8] | ||||||||||||||||||
Corporate/Other | ||||||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||||||
Asset management and other fees, related parties | 0 | 0 | 0 | |||||||||||||||||||||
Selling commission and dealer manager fees, related parties | 0 | 0 | 0 | |||||||||||||||||||||
Commission expense | 0 | 0 | 0 | |||||||||||||||||||||
Salaries and related expense | 30,374,000 | 15,613,000 | 15,392,000 | |||||||||||||||||||||
Equity-based compensation expense | 51,650,000 | 5,177,000 | 4,224,000 | |||||||||||||||||||||
Other general and administrative expenses | 9,591,000 | 375,000 | 1,115,000 | |||||||||||||||||||||
Equity in earnings (losses) of unconsolidated ventures | 0 | |||||||||||||||||||||||
Income tax (benefit) expense | 1,622,000 | |||||||||||||||||||||||
Net income (loss) | -118,683,000 | -22,077,000 | -20,692,000 | |||||||||||||||||||||
Balance Sheet: | ||||||||||||||||||||||||
Total assets | 106,583,000 | 183,000 | 106,583,000 | 106,583,000 | 183,000 | 222,000 | ||||||||||||||||||
Subsequent Event | ||||||||||||||||||||||||
Balance Sheet: | ||||||||||||||||||||||||
Reimbursement revenue | $47,400,000 | |||||||||||||||||||||||
[1] | Represents a carve-out of revenues and expenses attributed to the Company related to NorthStar Realty’s historical asset management business. | |||||||||||||||||||||||
[2] | The Company began earning fees on July 1, 2014, in connection with the management agreement with NorthStar Realty (refer to Note 1). | |||||||||||||||||||||||
[3] | The combined consolidated financial statements for the year ended December 31, 2014 include: (i) the Company’s results of operations for the six months ended December 31, 2014, which represents the Company’s results of operations following the spin-off of NorthStar Realty’s historical asset management business on June 30, 2014; and (ii) the Company’s results of operations for the six months ended June 30, 2014 which represents a carve-out of revenues and expenses attributable to the Company related to NorthStar Realty’s historical asset management business. The Company historical financial information for the years ended December 31, 2013 and 2012 was prepared on the same basis as the six months ended June 30, 2014. As a result, results of operations for the year ended December 31, 2014 may not be comparative to the Company’s results of operations reported for the prior periods presented. | |||||||||||||||||||||||
[4] | The Company began earning fees on July 1, 2014, in connection with the management agreement with NorthStar Realty (refer to Note 3). | |||||||||||||||||||||||
[5] | Primarily represents receivables, related parties and cash. Subsequent to December 31, 2014, the Company received $47.4 million of reimbursements from the Managed Companies. | |||||||||||||||||||||||
[6] | Primarily represents receivables, related parties. | |||||||||||||||||||||||
[7] | Direct general and administrative expenses incurred by the broker dealer. | |||||||||||||||||||||||
[8] | Represents investments in unconsolidated ventures. |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended | 1 Months Ended | ||
Oct. 30, 2014 | Feb. 25, 2015 | Jan. 31, 2015 | Feb. 26, 2015 | |
property | property | |||
Subsequent Event [Line Items] | ||||
Dividends per share of common stock | $0.10 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Dividends per share of common stock | $0.10 | |||
Value of European real estate portfolio acquired or committed to acquired | $2,000,000,000 | |||
Number of properties in European real estate portfolio acquired or committed to acquire | 50 | |||
Subsequent Event | Island Hospitality [Member] | ||||
Subsequent Event [Line Items] | ||||
Cash paid to acquire business | 33,200,000 | |||
Common stock consideration | 4,600,000 | |||
Number of hotel properties | 140 | |||
Value of business acquired | $3,700,000,000 | |||
Subsequent Event | NorthStar Realty Finance Corporation | Island Hospitality [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of hotel properties | 101 |