Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 7-May-15 | |
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 | -28 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Share Outstanding | 193,839,620 | |
Amendment Flag | FALSE | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Voluntary Filers | No |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | ||
In Thousands, unless otherwise specified | ||||
Assets | ||||
Cash | $53,623 | $109,199 | ||
Restricted cash | 4,610 | 3,190 | ||
Receivables, related parties | 84,019 | [1] | 77,626 | [1] |
Investments in unconsolidated ventures | 93,066 | 54,480 | ||
Other assets | 16,533 | 19,374 | [2] | |
Total assets | 251,851 | 263,869 | ||
Liabilities | ||||
Accounts payable and accrued expenses | 24,161 | 49,116 | ||
Commission payable | 5,125 | 12,164 | ||
Other liabilities | 1,207 | 841 | ||
Total liabilities | 30,493 | 62,121 | ||
Commitments and contingencies | ||||
Equity | ||||
Performance common stock, $0.01 par value, 500,000,000 shares authorized, 4,213,156 and 3,738,314 shares issued and outstanding as of March 31, 2015 and December 31, 2014, respectively | 42 | 37 | ||
Preferred stock, $0.01 par value, 100,000,000 shares authorized, no shares issued and outstanding as of March 31, 2015 and December 31, 2014 | 0 | 0 | ||
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 193,850,102 and 192,947,856 shares issued and outstanding as of March 31, 2015 and December 31, 2014, respectively | 1,938 | 1,930 | ||
Additional paid-in capital | 289,516 | 276,874 | ||
Retained earnings (accumulated deficit) | -75,057 | -77,093 | ||
Total NorthStar Asset Management Group Inc. stockholders’ equity | 216,439 | 201,748 | ||
Non-controlling interest | 4,919 | 0 | ||
Total equity | 221,358 | 201,748 | ||
Total liabilities and equity | $251,851 | $263,869 | ||
[1] | Subsequent to March 31, 2015, the Company received $51.3 million from the Managed Companies. | |||
[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. |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 193,850,102 | 192,947,856 |
Common stock, shares outstanding | 193,850,102 | 192,947,856 |
Preferred stock, par value (in dollars per share) | $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 value (in dollars per share) | $0.01 | $0.01 |
Performance stock, shares authorized | 500,000,000 | 500,000,000 |
Performance stock, shares issued | 4,213,156 | 3,738,314 |
Performance stock, shares outstanding | 4,213,156 | 3,738,314 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Revenues | ||||
Asset management and other fees, related parties | $61,379 | [1] | $8,669 | [1],[2] |
Selling commission and dealer manager fees, related parties | 29,923 | 14,548 | [2] | |
Other income | 400 | 121 | [2] | |
Total revenues | 91,702 | 23,338 | [2] | |
Expenses | ||||
Commission expense (refer to Note 3) | 27,695 | 13,560 | [2] | |
Transaction costs | 302 | 2,550 | [2] | |
Other expense | 711 | 30 | [2] | |
General and administrative expenses | ||||
Salaries and related expense | 12,145 | 7,936 | [2] | |
Equity-based compensation expense | 13,618 | 5,694 | [2] | |
Other general and administrative expenses | 6,105 | 1,873 | [2] | |
Total general and administrative expenses | 31,868 | 15,503 | [2] | |
Total expenses | 60,576 | 31,643 | [2] | |
Unrealized gain (loss) on foreign exchange | -348 | 0 | ||
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax (benefit) expense | 30,778 | -8,305 | [2] | |
Equity in earnings (losses) of unconsolidated ventures | -870 | 0 | [2] | |
Income (loss) before income tax (benefit) expense | 29,908 | -8,305 | [2] | |
Income tax (benefit) expense | 7,938 | 0 | ||
Net income (loss) | 21,970 | -8,305 | [2] | |
Net (income) loss attributable to non-controlling interest | -202 | 0 | [2] | |
Net income (loss) attributable to NorthStar Asset Management Group Inc. common stockholders | $21,768 | ($8,305) | [2] | |
Earnings (loss) per share: | ||||
Net income (loss) per Basic (usd per share) | $0.11 | ($0.04) | [2] | |
Net income (loss) per Dilutive (usd per share) | $0.11 | ($0.04) | [2] | |
Weighted average number of shares: | ||||
Basic (shares) | 189,541,166 | 187,815,614 | [2] | |
Dilutive (shares) | 191,572,264 | [3] | 187,815,614 | [2],[3] |
Dividends per share of common stock (usd per share) | $0.10 | |||
[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 consolidated financial statements for the three months ended March 31, 2015 represents the Company’s results of operations following the spin-off of NorthStar Realty’s historical asset management business on June 30, 2014. The three months ended March 31, 2014 represents a carve out of revenues and expenses attributable to the Company related to NorthStar Realty’s historical asset management business. As a result, results of operations for the three months ended March 31, 2015 may not be comparable to the Company’s results of operations reported for the prior period 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. |
Consolidated_Statements_of_Equ
Consolidated Statements of Equity (USD $) | Total | Total NorthStar Stockholders’ Equity | Performance Stock | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Non-controlling Interest |
In Thousands, except Share data, unless otherwise specified | |||||||
Beginning Balance at Dec. 31, 2013 | $28,368 | $28,368 | $0 | $0 | $105,498 | ($77,130) | $0 |
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 | 121,209 | 1,886 | 119,323 | |||
Amortization of equity-based compensation | 51,519 | 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 related to transactions (refer to Note 4) | 10,310 | 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) | 3,738,000 | ||||||
Settlement of RSUs to performance common stock (refer to Note 8) | 37 | -37 | |||||
Dividends on common stock and equity-based awards (refer to Note 7) | -19,063 | -19,063 | -19,063 | ||||
Tax withholding related to vesting of RSUs (shares) | -500,000 | ||||||
Tax withholding related to vesting of RSUs | -11,294 | -11,294 | -5 | -11,289 | |||
Excess tax benefit from equity-based compensation | 1,599 | 1,599 | 1,599 | ||||
Net income (loss) | 19,100 | 19,100 | 19,100 | ||||
Ending Balance at Dec. 31, 2014 | 201,748 | 201,748 | 37 | 1,930 | 276,874 | -77,093 | 0 |
Ending Balance (shares) at Dec. 31, 2014 | 3,738,000 | 192,948,000 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Amortization of equity-based compensation | 14,165 | 13,848 | 13,848 | 317 | |||
Issuance of common stock to transactions (refer to Note 4) (shares) | 208,000 | ||||||
Issuance of common stock related to transactions (refer to Note 4) | 4,507 | 4,507 | 2 | 4,505 | |||
Issuance of common stock relating to equity-based compensation, net of forfeitures (shares) | 642,000 | ||||||
Issuance of common stock relating to equity-based compensation, net of forfeitures | 6 | -6 | |||||
Settlement of RSUs to common stock (refer to Note 7) (shares) | 48,000 | ||||||
Settlement of RSUs to common stock (refer to Note 7) | -1,130 | -1,130 | -1,130 | ||||
Settlement of RSUs to performance common stock (refer to Note 8) | 475,000 | ||||||
Settlement of RSUs to performance common stock (refer to Note 8) | 5 | -5 | |||||
Dividends on common stock and equity-based awards (refer to Note 7) | -19,732 | -19,732 | -19,732 | ||||
Excess tax benefit from equity-based compensation | -170 | -170 | -170 | ||||
Net income (loss) | 21,970 | 21,768 | 21,768 | 202 | |||
Conversion of Deferred LTIP Units to LTIP Units and common stock (shares) | 4,000 | ||||||
Conversion of Deferred LTIP Units to LTIP Units and common stock, net | -4,400 | -4,400 | 4,400 | ||||
Ending Balance at Mar. 31, 2015 | $221,358 | $216,439 | $42 | $1,938 | $289,516 | ($75,057) | $4,919 |
Ending Balance (shares) at Mar. 31, 2015 | 4,213,000 | 193,850,000 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | |
Statement of Cash Flows [Abstract] | |||
Net income (loss) | $21,970 | ($8,305) | [1] |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Equity in (earnings) losses of unconsolidated ventures | 870 | 0 | [1] |
Accrued transaction costs | 643 | 0 | |
Depreciation and amortization expense | 538 | 22 | |
Amortization of equity-based compensation | 13,488 | 5,694 | |
Unrealized (gain) loss on foreign exchange | 348 | 0 | |
Deferred income tax, net | 2,530 | 0 | |
Change in assets and liabilities: | |||
Restricted cash | -1,420 | 0 | |
Receivables, related parties | -6,393 | -4,177 | |
Other assets | -585 | -1,280 | |
Other liabilities | 366 | 0 | |
Accounts payable and accrued expenses | -15,086 | 509 | |
Commission payable | -7,471 | 1 | |
Net cash provided by (used in) operating activities | 9,798 | -7,536 | |
Cash flows from investing activities: | |||
Investments in unconsolidated ventures | -35,631 | 0 | |
Distribution from unconsolidated ventures | 2,550 | 0 | |
Net cash provided by (used in) investing activities | -33,081 | 0 | |
Cash flows from financing activities: | |||
Contribution from NorthStar Realty | 0 | 9,577 | |
Repurchase of shares related to stock compensation agreements related to tax withholding | -12,424 | 0 | |
Dividends | -19,521 | 0 | |
Net cash provided by (used in) financing activities | -31,945 | 9,577 | |
Effect of foreign exchange rate changes on cash | -348 | 0 | |
Net increase (decrease) in cash | -55,576 | 2,041 | |
Cash - beginning of period | 109,199 | 7,537 | |
Cash - end of period | 53,623 | 9,578 | |
Supplemental disclosure of non-cash investing and financing activities: | |||
Conversion of Deferred LTIP Units to LTIP Units | 4,400 | 0 | |
Issuance of common stock related to transactions (refer to Note 4) | 4,507 | 0 | |
Dividend payable related to RSUs | 211 | 0 | |
Accrued transaction costs relating to investments in unconsolidated ventures | $145 | $0 | |
[1] | The consolidated financial statements for the three months ended March 31, 2015 represents the Company’s results of operations following the spin-off of NorthStar Realty’s historical asset management business on June 30, 2014. The three months ended March 31, 2014 represents a carve out of revenues and expenses attributable to the Company related to NorthStar Realty’s historical asset management business. As a result, results of operations for the three months ended March 31, 2015 may not be comparable to the Company’s results of operations reported for the prior period presented. |
Business_and_Organization
Business and Organization | 3 Months Ended |
Mar. 31, 2015 | |
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 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. | |
Certain of the Company’s affiliates also manage NorthStar Realty’s previously sponsored non-traded companies which raise money through the retail market, as well as any new non-traded company 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 45%, as adjusted, interest in American Healthcare Investors LLC (the “AHI Interest”), an approximate 45% interest in Island Hospitality Management Inc. (the “Island Interest”) and an approximate 50% interest in Distributed Finance Corporation (“Distributed Finance”) (refer to Note 4). | |
The Company earns asset management, incentive and other fees, directly or indirectly, pursuant to management and other contracts and direct investments. 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. | |
On March 13, 2015, the Company restructured by converting its current holding company into NSAM LP, a Delaware limited partnership and the operating partnership of the Company (the “Operating Partnership”). The Operating Partnership holds substantially all of the Company’s assets and the Company conducts its operations, directly or indirectly, through the Operating Partnership. | |
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. | |
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 real estate investment trust (“REIT”), NorthStar Realty Europe Corp. (“NRE”) expected to be listed on the New York Stock Exchange (“NYSE”). As of May 6, 2015, NorthStar Realty has acquired approximately $2.0 billion of European real estate (excluding NorthStar Realty’s European healthcare assets) comprised of 49 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. | |
All references herein to the Company refer to NorthStar Asset Management Group Inc. and its consolidated subsidiaries, unless the context otherwise requires. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Accounting Policies [Abstract] | |||||||||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies | ||||||||
Basis of Quarterly Presentation | |||||||||
The accompanying unaudited consolidated financial statements and related notes of the Company are presented on a carve-out basis for the period prior to June 30, 2014 and have been prepared from the historical consolidated balance sheets, statements of operations and cash flow attributed to the historical asset management business of NorthStar Realty and in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and note disclosures normally included in the consolidated financial statements prepared under U.S. GAAP have been condensed or omitted. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, which was filed with the SEC. | |||||||||
The consolidated financial statements for the three months ended March 31, 2015 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 | |||||||||
A non-controlling, unconsolidated ownership interest 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 a preferred return and allocation formula, 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 Interest | |||||||||
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 entity as a result of a preferred return and allocation formula, if any, as described in such governing documents. | |||||||||
Estimates | |||||||||
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that could affect the amounts reported in the 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 consolidated financial statements to conform to current period presentation. | |||||||||
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 tables present a summary of other assets and accounts payable and accrued expenses as of March 31, 2015 and December 31, 2014 (dollars in thousands): | |||||||||
March 31, 2015 (Unaudited) | December 31, 2014(1) | ||||||||
Other assets: | |||||||||
Deferred tax asset | $ | 5,857 | $ | 3,155 | |||||
Furniture, fixtures and equipment, net | 4,381 | 4,629 | |||||||
Prepaid expenses | 3,019 | 2,279 | |||||||
Security deposits | 2,399 | 2,232 | |||||||
Due from participating broker-dealers | 432 | 1,965 | |||||||
Prepaid income taxes | — | 3,538 | |||||||
Pending deal costs | — | 1,045 | |||||||
Other | 445 | 531 | |||||||
Total | $ | 16,533 | $ | 19,374 | |||||
__________________ | |||||||||
-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. | ||||||||
March 31, 2015 (Unaudited) | 31-Dec-14 | ||||||||
Accounts payable and accrued expenses: | |||||||||
Accrued bonus | $ | 10,083 | $ | 25,911 | |||||
Accrued transaction expense | 4,562 | 5,205 | |||||||
Income tax payable | 3,173 | — | |||||||
Accrued payroll | 2,061 | 1,400 | |||||||
Accrued professional fees | 2,655 | 740 | |||||||
Accrued equity-based compensation awards (refer to Note 7) | 433 | — | |||||||
Accrued tax withholding (1) | — | 11,938 | |||||||
Other | 1,194 | 3,922 | |||||||
Total | $ | 24,161 | $ | 49,116 | |||||
__________________ | |||||||||
-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 March 31, 2015, commission payable of $5.1 million includes $0.4 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 March 31, 2015 and December 31, 2014, 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 had been distributed by dividing net income (loss) attributable to common stockholders by the weighted average number of common stock outstanding. Under the two-class method, net income is first reduced for distributions declared on all classes of participating securities to arrive at undistributed earnings. Under the two-class method, net loss is reduced for distributions declared on participating securities only if such 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”), performance common stock or other contracts to issue common stock, assuming performance hurdles have been met, were converted to common stock, including limited partnership interests in the Operating Partnership which are structured as profits interests (“LTIP Units”) (refer to Note 7), where such exercise or conversion would result in a lower EPS. The dilutive effect of such RSUs and 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, local and foreign authorities for the periods presented. On March 13, 2015, the Company restructured by converting, under Delaware law, an existing limited liability company disregarded as separate from the Company for federal income tax purposes to a Delaware limited partnership and admitting as limited partners LTIP Unit Holders, forming the Company’s new Operating Partnership. The Operating Partnership is taxed as a partnership for federal income tax purposes and consequently, its items of income gain, loss, deduction and credit are passed through to, and included in, the taxable income of each of its partners including the Company. For the period prior to March 13, 2015, the Company and its U.S. subsidiaries will file consolidated federal income tax returns. 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 tax assets and liabilities. | |||||||||
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. The accounting standard update will replace most of the existing revenue recognition guidance currently promulgated by U.S. GAAP. In April 2015, the FASB proposed a one-year deferral of the effective date of the new revenue standard to January 1, 2018. The Company is in the process of evaluating the impact, if any, of the update on its consolidated financial positions, results of operations and financial statement 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 | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Management Agreements [Abstract] | |||||||||
Management Agreements and Managed Companies | Management Agreements and Managed Companies | ||||||||
NorthStar Realty | |||||||||
Management Agreement | |||||||||
Upon completion of the spin-off, 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 fee and incentive fee. | |||||||||
Base Management Fee | |||||||||
For the three months ended March 31, 2015, the Company earned $45.3 million related to the base management fee, which is recorded in receivable, related parties on the 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 three months ended March 31, 2014. The base management fee from NorthStar Realty will increase subsequent to March 31, 2015 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 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. | |||||||||
Incentive Fee | |||||||||
For the three months ended March 31, 2015, the Company earned $2.9 million related to the incentive fee, which is recorded in receivable, related parties on the consolidated balance sheets. The incentive fee is calculated and payable quarterly in arrears in cash, equal to: | |||||||||
• | the product of: (a) 15.0% and (b) CAD of NorthStar Realty before such incentive fee, divided by the weighted average shares outstanding of NorthStar Realty for the calendar quarter, when such amount is in excess of $0.39 per share of NorthStar Realty but less than $0.45 per share of NorthStar Realty; plus | ||||||||
• | the product of: (a) 25.0% and (b) CAD of NorthStar Realty before such incentive fee, divided by the weighted average shares outstanding of NorthStar Realty for the calendar quarter, when such amount is equal to or in excess of $0.45 per share of NorthStar Realty; | ||||||||
• | 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 issuance. | |||||||||
Furthermore, if NorthStar Realty were to spin-off any asset or business in the future, including the 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 consolidated financial statements, excluding equity-based compensation expense and adding back any costs or expenses allocated to any of the Managed Companies, less (ii) the NorthStar Realty G&A. For the three months ended March 31, 2015, the Company allocated $2.0 million to NorthStar Realty, which is recorded in receivables, related parties in the consolidated balance sheets. In addition, NorthStar Realty will pay directly or reimburse the Company for an allocable portion of any severance paid pursuant to any employment, consulting or similar service agreements in effect between the Company and any of its executives, employees or other service providers. | |||||||||
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 May 6, 2015 (2) | $1.2 billion | $1.2 billion | $560 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 2016(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 dividend reinvestment plans. | ||||||||
-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 the second half of 2015. | ||||||||
-11 | Offering period subject to extension as determined by the board of directors of each Sponsored Company. | ||||||||
For the three months ended March 31, 2015 and 2014, the Company earned $13.1 million and $8.7 million respectively, of asset management and other fees from the Sponsored Companies. | |||||||||
In addition to the Sponsored Companies described above, NorthStar Corporate Income, Inc. (“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 business development company (“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 Sponsored Company that the Company may sponsor, up to a total of five new companies per year. | |||||||||
The distribution support agreement related to NorthStar/RXR New York Metro Income, Inc. (“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 (4) | $30.0 million, or 1.5% of the proceeds expected to be raised from the offering (4) | |||||
Operating costs (3) | Greater of 2.0% of its average invested assets or 25.0% of its net income (net of 1.25% asset management fee) | Greater of 2.0% of its average invested assets or 25.0% of its net income (net of 1.00% asset management fee) | Greater of 2.0% of its average invested assets or 25.0% of its net income (net of 1.25% asset management fee) | Greater of 2.0% of its average invested assets or 25.0% of its net income (net of 1.25% asset management fee) | |||||
__________________ | |||||||||
-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 dividend reinvestment plans. | ||||||||
The following table presents receivables, related parties on the consolidated balance sheets as of March 31, 2015 and December 31, 2014 (dollars in thousands): | |||||||||
March 31, 2015 (Unaudited) | 31-Dec-14 | ||||||||
NorthStar Realty fees (1) | $ | 43,381 | $ | 47,414 | |||||
Sponsored Companies: | |||||||||
Fees | 1,313 | 245 | |||||||
Other receivables | 38,051 | 29,319 | |||||||
Subtotal Sponsored Companies(2) | 39,364 | 29,564 | |||||||
Other | 1,274 | 648 | |||||||
Total (3) | $ | 84,019 | $ | 77,626 | |||||
________________________ | |||||||||
-1 | Represents the base management fee and incentive fee receivable and net direct costs and expenses due between the Company and NorthStar Realty. | ||||||||
-2 | As of March 31, 2015 and December 31, 2014, the Company had unreimbursed costs from the Sponsored Companies of $38.1 million and $29.3 million respectively, recorded as receivables, related parties on the consolidated balance sheets. | ||||||||
-3 | Subsequent to March 31, 2015, the Company received $51.3 million from the Managed Companies. | ||||||||
Selling Commission and Dealer Manager Fees and Commission Expense | |||||||||
Selling commissions and dealer manager fees represents income earned by selling equity in Sponsored Companies through NorthStar Securities. Pursuant to dealer manager agreements between NorthStar Securities and the Sponsored Companies, the Company generally receives selling commissions of up to 7.0% of gross offering proceeds raised. The Company reallows all selling commissions earned to participating broker-dealers. In addition, the Company also generally receives a dealer manager fee of up to 3.0% of gross offering proceeds raised, a portion of which may be reallowed to participating broker-dealers. The Company earns net commission income through NorthStar Securities for selling equity in the Sponsored Companies, which is expected to cover the costs of the broker-dealer business. Commission expense represents fees to participating broker-dealers with whom the Company has selling agreements and commissions to employees of NorthStar Securities. For the three months ended March 31, 2015 and 2014, the Company reallowed $3.4 million and $1.7 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 three months ended March 31, 2015 and 2014 (dollar in thousands): | |||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Selling commission and dealer manager fees | $ | 29,923 | $ | 14,548 | |||||
Commission expense | 27,695 | 13,560 | |||||||
Net commission income(1) | $ | 2,228 | $ | 988 | |||||
________________________ | |||||||||
-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. For the three months ended March 31, 2015 and 2014, the Company earned $0.4 million and $0.1 million of special servicing fees. |
Investments_in_Unconsolidated_
Investments in Unconsolidated Ventures | 3 Months Ended |
Mar. 31, 2015 | |
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. | |
Distributed Finance | |
In June 2014, the Company acquired an interest in Distributed Finance, a marketplace finance platform, 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 March 31, 2015, the carrying value of the investment was $3.4 million. For the three months ended March 31, 2015, the Company recognized equity in losses of $0.2 million related to legal fees incurred by Distributed 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 March 31, 2015, the carrying value of the investment was $47.6 million. For the three months ended March 31, 2015, the Company recognized in equity in earnings, operating income of $1.6 million, which includes $1.0 million of equity-based compensation expense and $2.3 million of depreciation and amortization expense. | |
Island Interest | |
In January 2015, the Company acquired the Island Interest in Island Hospitality Group Inc. (“Island”) through Island Hospitality Joint Venture, LLC (“Island Ventures”), a subsidiary of Island JV Members Inc. (“Island Members”) for $37.7 million, consisting of $33.2 million in cash and $4.5 million of the Company’s common stock, subject to certain lock-up and vesting restrictions. The Company’s investment in Island Ventures is structured as a joint venture between the Company and Island Members. The members of Island Ventures 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 March 31, 2015, the carrying value of the investment was $42.0 million. From closing to March 31, 2015, the Company recognized in equity in earnings, operating income of $1.0 million. |
Related_Party_Arrangements
Related Party Arrangements | 3 Months Ended |
Mar. 31, 2015 | |
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 with a maturity of June 30, 2019 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 March 31, 2015, 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, half of which became the Company’s RSUs as a result of NorthStar Realty’s reverse stock split and the 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 vehicles sponsored by the Company, NorthStar Realty or any affiliates, as well as future healthcare non-traded vehicles sponsored by AHI Ventures. For the three months ended March 31, 2015 and 2014, the Company did not earn 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 affiliates of the Company assisting 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 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 healthcare assets (excluding assets in the Griffin-American OP portfolio and other joint ventures) that AHI Ventures may manage. AHI Ventures may also participate in the incentive fees earned by the Company and its affiliates with respect to new and existing healthcare real estate investments held by NorthStar Realty and NorthStar Healthcare, including the Griffin-American OP portfolio, any future healthcare non-traded vehicles sponsored by the Company, NorthStar Realty or any affiliates, as well as any future healthcare non-traded vehicles sponsored by AHI Ventures. AHI Ventures would also 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 12.3% interest, as adjusted, in AHI Ventures. | |
Island Venture | |
Island is a leading, independent select service hotel management company that currently manages 149 hotel properties, representing $3.7 billion, of which 101 hotel properties are owned by NorthStar Realty. Island provides certain asset management, property management and other services to NorthStar Realty to assist in managing its hotel properties. Island receives a base management fee of 2.5% to 3.0% of the current monthly revenue of the NorthStar Realty hotel properties it manages for NorthStar Realty. | |
RXR Realty | |
In December 2013, NorthStar Realty entered into a strategic transaction with RXR Realty, the co-sponsor of NorthStar/RXR New York Metro. 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 | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies |
The Company may be involved in various litigation matters arising in the ordinary course of its business. Although 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. |
EquityBased_Compensation
Equity-Based Compensation | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
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”) and the NorthStar Asset Management Group Inc. Executive Incentive Bonus Plan (the “NSAM Bonus Plan” and collectively, with the NSAM Stock Plan, the “NSAM Plans”) | |||||||||||||
All of the vested and unvested equity-based awards granted by NorthStar Realty prior to the spin-off remained outstanding immediately following the spin-off with various adjustments made to these awards to reflect NorthStar Realty’s reverse stock split as well as the impact of the spin-off, as described below. | |||||||||||||
NorthStar Realty’s equity awards outstanding at the time of the spin-off, including LTIP Units converted to common shares in connection with NorthStar Realty’s internal corporate reorganization, were adjusted to an equal number of shares of the Company’s common stock or Deferred LTIP Units, as described below, but generally continue to remain, subject to the same vesting and other terms that applied prior to the spin-off. Vesting conditions for outstanding awards were adjusted to reflect the impact of the spin-off with respect to employment conditions for service-based awards and total stockholder return for performance-based awards. The shares of the Company’s common stock (representing LTIP Units previously issued by NorthStar Realty’s operating partnership prior to the spin-off) that remain subject to vesting after the spin-off, as well as grants of shares of the Company’s common stock subject to time-based vesting issued by the Company since the time of the spin-off, are herein referred to as restricted stock. | |||||||||||||
Deferred LTIP Units outstanding immediately prior to the spin-off were equity awards issued by NorthStar Realty representing the right to receive either LTIP Units in NorthStar Realty’s successor operating partnership or, if such LTIP Units were not available by March 13, 2015, shares of NorthStar Realty common stock (subject to the same vesting conditions). On March 13, 2015, all of the Company’s outstanding Deferred LTIP Units were generally settled in LTIP Units in the Operating Partnership, or shares of restricted stock, which remain subject to the same vesting conditions that applied to the Deferred LTIP Units. | |||||||||||||
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 Plans | |||||||||||||
NSAM Stock 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 per RSU, 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 1,317,368 RSUs (net of forfeitures occurring prior to March 31, 2015) with substantially similar terms as the RSUs granted to executives in April 2014 to certain employees pursuant to the NSAM Stock Plan. 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 per RSU, respectively. The grant date fair value was determined using a risk-free interest rate of 1.29%. In December 2014, the Company determined that the performance hurdles relating to the Performance RSUs were met. 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. On December 31, 2014, 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. | |||||||||||||
NSAM Bonus Plan | |||||||||||||
In March 2014, the NorthStar Realty Compensation Committee approved the NSAM Bonus Plan, 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. Prior to the spin-off, the NorthStar Realty Compensation Committee established bonus pools, awarded bonus pool percentages and established the performance goals, vesting requirements and other terms and conditions applicable to bonuses for 2014 under the NSAM Bonus Plan. | |||||||||||||
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 was responsible for paying approximately 50% of the 2014 annual cash and long-term bonuses earned under the NSAM Bonus Plan. Long-term bonuses for 2014 were 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 these 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 these 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 long-term bonuses for 2014, the Company determined that the performance hurdles for the approximately 31.65% of the long-term bonuses to be paid in shares of the Company’s common stock were 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. 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. With respect to these grants, the grant date fair value was $21.16 per share, which was determined using a risk-free interest rate of 1.00%. Upon vesting, these shares of performance common stock will automatically convert into shares of common stock and the executives 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 642,882 restricted shares, net of forfeitures, to certain non-executive employees, subject to time based vesting conditions through January 29, 2018. | |||||||||||||
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 March 31, 2015: 220,902 shares of restricted common stock which remain subject to vesting; 1,127,696 LTIP Units (net of forfeitures), of which 781,042 remain subject to vesting; and 1,205,210 RSUs which remain subject to vesting based on performance and continued employment. On December 31, 2014, the performance hurdle for an incremental 762,898 of RSUs was met pursuant to NorthStar Realty’s bonus plan for 2011. 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 issued 665,747 Deferred LTIP Units, which subsequently settled to LTIP Units with the creation of the Operating Partnership on March 13, 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 RSUs to Mr. Flaherty, which vest on the third anniversary of the grant date, unless certain conditions are met. | |||||||||||||
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 to 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 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 three months ended March 31, 2015, 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 March 31, 2015, an aggregate of 26,358,957 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 1st by 2% of the outstanding number of shares of the Company’s common stock on the immediately preceding December 31st. | |||||||||||||
Equity-based compensation expense for the three months ended March 31, 2014 includes an expense based on a carve-out attributed to the Company related to NorthStar Realty’s historical asset management business for the three months ended March 31, 2014. The allocation is based on an estimate had the Company’s asset management business been run as an independent entity and was determined principally based on relative head count and management’s knowledge of NorthStar Realty’s operations. | |||||||||||||
For the three months ended March 31, 2015, the Company recorded equity-based compensation expense of $13.6 million (including $0.1 million of dividends associated with non-employees). For the three months ended March 31, 2014, the Company was allocated $5.7 million of equity-based compensation expense related to the NorthStar Realty Equity Plans. | |||||||||||||
The following table presents a summary of LTIP Units and unvested restricted stock. The balance as of March 31, 2015 represents LTIP Units whether vested or not that are outstanding and unvested shares of restricted stock whether vested or not (grants in thousands): | |||||||||||||
Three Months Ended March 31, 2015 | |||||||||||||
Restricted Stock | LTIP Units | Total Grants | Weighted | ||||||||||
Average | |||||||||||||
Grant Price | |||||||||||||
Beginning Balance | 4,104 | 1,135 | (1) | 5,239 | $ | 22.12 | |||||||
New grants | 649 | 666 | 1,315 | 23.62 | |||||||||
Conversions | — | (7 | ) | (7 | ) | 15.51 | |||||||
Vesting of restricted stock post-spin | (466 | ) | — | (466 | ) | 13.95 | |||||||
Forfeited or canceled grants | (8 | ) | — | (8 | ) | 17.85 | |||||||
Ending Balance/Weighted Average | 4,279 | 1,794 | 6,073 | $ | 23.09 | ||||||||
___________________ | |||||||||||||
-1 | Represents Deferred LTIP Units that settled into LTIP Units on March 13, 2015. | ||||||||||||
As of March 31, 2015, equity-based compensation expense to be recognized over the remaining vesting period through April 2018 is $122.3 million, provided there are no forfeitures and excluding any mark-to-market adjustment. |
Stockholders_Equity
Stockholders' Equity | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
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 January 2015, in connection with the Island Interest, the Company issued 208,486 shares of common stock resulting in an increase to additional paid-in capital in 2015 of $4.5 million, subject to certain lock-up and vesting restrictions. | ||||||||
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 connection with the performance-based component of the 2014 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. | ||||||||
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 three months ended March 31, 2015 and 2014 (dollars and shares in thousands, except per share data): | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Numerator: | ||||||||
Net income (loss) | $ | 21,768 | $ | (8,305 | ) | |||
Earnings (loss) allocated to unvested participating securities | (832 | ) | — | |||||
Numerator for basic income per share | 20,936 | (8,305 | ) | |||||
Participating nonvested shares | 832 | — | ||||||
Net income (loss) attributable to LTIP Units non-controlling interest | 202 | — | ||||||
Numerator for diluted income per share | $ | 21,970 | $ | (8,305 | ) | |||
Denominator: | ||||||||
Weighted average number of shares of common stock | 189,541 | 187,816 | ||||||
Incremental diluted shares | 2,031 | — | ||||||
Weighted average number of diluted shares(1) | 191,572 | 187,816 | ||||||
Earnings (loss) per share: | ||||||||
Basic | $ | 0.11 | $ | (0.04 | ) | |||
Diluted | $ | 0.11 | $ | (0.04 | ) | |||
_______________________ | ||||||||
-1 | 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 | ||||||||
For the three months ended March 31, 2015, the Company declared a dividend on its common stock on February 25, 2015 of $0.10 per share, which was paid on March 13, 2015 to stockholders of record as of the close of business on March 9, 2015. |
Noncontrolling_Interests
Non-controlling Interests | 3 Months Ended |
Mar. 31, 2015 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interests | Non-controlling Interest |
Operating Partnership | |
Non-controlling interest includes the aggregate LTIP Units held by limited partners (the “Unit Holders”) in the Operating Partnership. Net income (loss) attributable to the non-controlling interest is based on the weighted average Unit Holders’ ownership percentage of the Operating Partnership for the respective period. The issuance of additional common stock or LTIP Units changes the percentage ownership of both the Unit Holders and the Company. Since an LTIP Unit is generally redeemable for cash or common stock at the option of the Company, it is deemed to be equivalent to common stock. Therefore, such transactions are treated as capital transactions and result in an allocation between stockholders’ equity and non-controlling interest on the accompanying consolidated balance sheets to account for the change in the ownership of the underlying equity in the Operating Partnership. In connection with the formation of the Operating Partnership, the Company recorded a non-controlling interest of $4.4 million related to LTIP Units. As of March 31, 2015, 1,793,443 LTIP units were outstanding, representing a 1.0% ownership and non-controlling interest in the Operating Partnership. Income attributable to the Operating Partnership non-controlling interest for the three months ended March 31, 2015 was $0.2 million. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes |
Subsequent to the spin-off, the Company became subject to both domestic and international income tax, as such, there was no income tax (benefit) expense for the three months ended March 31, 2014. On March 13, 2015, the Company restructured by converting, under Delaware law, an existing limited liability company disregarded as separate from the Company for federal income tax purposes to a Delaware limited partnership and admitting as limited partners LTIP Unit Holders, forming the Company’s new Operating Partnership. The Operating Partnership is treated as a partnership for federal income tax purposes and consequently, its items of income gain, loss, deduction and credit are passed through to, and included in, the taxable income of each of its partners including the Company. For the period prior to March 13, 2015, the Company and its U.S. subsidiaries will file consolidated federal income tax returns. | |
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 Company’s net deferred tax asset is primarily comprised of future income tax deductions attributable to the vesting and exercise of certain equity compensation awards. | |
For the three months ended March 31, 2015, the Company incurred $7.9 million of income tax expense which is based on a full year estimated effective tax rate of approximately 27%. 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 and the tax rate outside the United States may be lower than the U.S. federal statutory income tax rate. |
Segment_Reporting
Segment Reporting | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||
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 - Provide 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 - Provide asset management and other services on a fee basis by managing each Sponsored Company’s respective day-to-day operations. | ||||||||||||||||||||||||
• | Broker-dealer - Raise capital in the retail market through NorthStar Securities and earn dealer manager fees from the Sponsored Companies. | ||||||||||||||||||||||||
• | Direct Investments - Invest 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 as special servicing on a fee basis in connection with certain securitization transactions. | ||||||||||||||||||||||||
The consolidated financial statements for the three months ended March 31, 2015 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. This allocation method was principally based on relative headcount and management’s knowledge of NorthStar Realty’s operations. Additionally, periods prior to June 30, 2014 did not reflect the management agreement the Company entered into with NorthStar Realty effective July 1, 2014. | |||||||||||||||||||||||||
The following tables present segment reporting for the three months ended March 31, 2015 and 2014 (dollars in thousands): | |||||||||||||||||||||||||
Statement of Operations: | |||||||||||||||||||||||||
Three months ended March 31, 2015 | NorthStar Realty (1) | Sponsored | Broker Dealer (2) | Direct Investments | Corporate/Other | Total | |||||||||||||||||||
Companies | |||||||||||||||||||||||||
Asset management and other fees, related parties | $ | 48,251 | $ | 13,128 | $ | — | $ | — | $ | — | $ | 61,379 | |||||||||||||
Selling commission and dealer manager fees, related parties | — | — | 29,923 | — | — | 29,923 | |||||||||||||||||||
Commission expense | — | — | 27,695 | — | — | 27,695 | |||||||||||||||||||
Salaries and related expense | — | — | 2,237 | — | 9,908 | 12,145 | |||||||||||||||||||
Equity-based compensation expense | — | — | — | — | 13,618 | 13,618 | |||||||||||||||||||
Other general and administrative expenses | — | — | 1,915 | — | 4,190 | 6,105 | |||||||||||||||||||
Equity in earnings (losses) of unconsolidated ventures | — | — | — | (870 | ) | — | (870 | ) | |||||||||||||||||
Income tax (benefit) expense | — | — | — | — | 7,938 | 7,938 | |||||||||||||||||||
Net income (loss) | 48,251 | 13,128 | (1,965 | ) | (870 | ) | (36,574 | ) | 21,970 | ||||||||||||||||
_______________ | |||||||||||||||||||||||||
-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. | ||||||||||||||||||||||||
Statement of Operations: | |||||||||||||||||||||||||
Three months ended March 31, 2014 | NorthStar Realty (1) | Sponsored | Broker Dealer (2) | Corporate/Other | Total | ||||||||||||||||||||
Companies | |||||||||||||||||||||||||
Asset management and other fees, related parties | $ | — | $ | 8,669 | $ | — | $ | — | $ | 8,669 | |||||||||||||||
Selling commission and dealer manager fees, related parties | — | — | 14,548 | — | 14,548 | ||||||||||||||||||||
Commission expense | — | — | 13,560 | — | 13,560 | ||||||||||||||||||||
Salaries and related expense | — | — | 1,863 | 6,073 | 7,936 | ||||||||||||||||||||
Equity-based compensation expense | — | — | — | 5,694 | 5,694 | ||||||||||||||||||||
Other general and administrative expenses | — | — | 1,762 | 111 | 1,873 | ||||||||||||||||||||
Net income (loss) | — | 8,669 | (2,660 | ) | (14,314 | ) | (8,305 | ) | |||||||||||||||||
_______________ | |||||||||||||||||||||||||
-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. | ||||||||||||||||||||||||
The following table presents total assets by segment as of March 31, 2015 and December 31, 2014 (dollars in thousands): | |||||||||||||||||||||||||
Total Assets | NorthStar Realty (1) | Sponsored | Broker Dealer | Direct Investments | Corporate/Other | Total | |||||||||||||||||||
Companies (1) | |||||||||||||||||||||||||
31-Mar-15 | $ | 53,069 | $ | 22,029 | $ | 12,183 | $ | 95,615 | $ | 68,955 | $ | 251,851 | |||||||||||||
31-Dec-14 | $ | 60,909 | $ | 27,147 | $ | 17,868 | $ | 54,480 | $ | 103,465 | $ | 263,869 | |||||||||||||
__________________ | |||||||||||||||||||||||||
-1 | Primarily represents the receivable, related parties as of March 31, 2015 and December 31, 2014, respectively. Subsequent to March 31, 2015, the Company received $51.3 million of reimbursements from the Managed Companies. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
Dividends | |
On May 5, 2015, the Company declared a dividend of $0.10 per share of common stock. The common stock dividend will be paid on May 22, 2015 to stockholders of record as of the close of business on May 18, 2015. | |
Share Buyback | |
In April 2015, the Company’s board of directors authorized the repurchase of up to $400 million of its outstanding common stock. The authorization will expire in twelve months, unless otherwise extended by the Company’s board of directors. The Company was in a black out period since establishment of the plan and consequently, as of May 8, 2015, the Company has not repurchased any shares. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Quarterly Presentation | Basis of Quarterly Presentation |
The accompanying unaudited consolidated financial statements and related notes of the Company are presented on a carve-out basis for the period prior to June 30, 2014 and have been prepared from the historical consolidated balance sheets, statements of operations and cash flow attributed to the historical asset management business of NorthStar Realty and in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and note disclosures normally included in the consolidated financial statements prepared under U.S. GAAP have been condensed or omitted. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, which was filed with the SEC. | |
The consolidated financial statements for the three months ended March 31, 2015 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 | |
A non-controlling, unconsolidated ownership interest 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 a preferred return and allocation formula, 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 Interest |
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 entity as a result of a preferred return and allocation formula, if any, as described in such governing documents. | |
Estimates | Estimates |
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that could affect the amounts reported in the 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 consolidated financial statements to conform to current period presentation. | |
Restricted Cash | Restricted Cash |
Restricted cash represents cash held by the Company’s foreign subsidiaries due to certain regulatory capital requirements. | |
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 had been distributed by dividing net income (loss) attributable to common stockholders by the weighted average number of common stock outstanding. Under the two-class method, net income is first reduced for distributions declared on all classes of participating securities to arrive at undistributed earnings. Under the two-class method, net loss is reduced for distributions declared on participating securities only if such 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”), performance common stock or other contracts to issue common stock, assuming performance hurdles have been met, were converted to common stock, including limited partnership interests in the Operating Partnership which are structured as profits interests (“LTIP Units”) (refer to Note 7), where such exercise or conversion would result in a lower EPS. The dilutive effect of such RSUs and 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, local and foreign authorities for the periods presented. On March 13, 2015, the Company restructured by converting, under Delaware law, an existing limited liability company disregarded as separate from the Company for federal income tax purposes to a Delaware limited partnership and admitting as limited partners LTIP Unit Holders, forming the Company’s new Operating Partnership. The Operating Partnership is taxed as a partnership for federal income tax purposes and consequently, its items of income gain, loss, deduction and credit are passed through to, and included in, the taxable income of each of its partners including the Company. For the period prior to March 13, 2015, the Company and its U.S. subsidiaries will file consolidated federal income tax returns. 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 tax assets and liabilities. | |
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. The accounting standard update will replace most of the existing revenue recognition guidance currently promulgated by U.S. GAAP. In April 2015, the FASB proposed a one-year deferral of the effective date of the new revenue standard to January 1, 2018. The Company is in the process of evaluating the impact, if any, of the update on its consolidated financial positions, results of operations and financial statement 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) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Accounting Policies [Abstract] | |||||||||
Schedule of Noncurrent Assets | The following tables present a summary of other assets and accounts payable and accrued expenses as of March 31, 2015 and December 31, 2014 (dollars in thousands): | ||||||||
March 31, 2015 (Unaudited) | December 31, 2014(1) | ||||||||
Other assets: | |||||||||
Deferred tax asset | $ | 5,857 | $ | 3,155 | |||||
Furniture, fixtures and equipment, net | 4,381 | 4,629 | |||||||
Prepaid expenses | 3,019 | 2,279 | |||||||
Security deposits | 2,399 | 2,232 | |||||||
Due from participating broker-dealers | 432 | 1,965 | |||||||
Prepaid income taxes | — | 3,538 | |||||||
Pending deal costs | — | 1,045 | |||||||
Other | 445 | 531 | |||||||
Total | $ | 16,533 | $ | 19,374 | |||||
__________________ | |||||||||
-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. | ||||||||
Schedule of Accounts Payable and Accrued Liabilities | |||||||||
March 31, 2015 (Unaudited) | 31-Dec-14 | ||||||||
Accounts payable and accrued expenses: | |||||||||
Accrued bonus | $ | 10,083 | $ | 25,911 | |||||
Accrued transaction expense | 4,562 | 5,205 | |||||||
Income tax payable | 3,173 | — | |||||||
Accrued payroll | 2,061 | 1,400 | |||||||
Accrued professional fees | 2,655 | 740 | |||||||
Accrued equity-based compensation awards (refer to Note 7) | 433 | — | |||||||
Accrued tax withholding (1) | — | 11,938 | |||||||
Other | 1,194 | 3,922 | |||||||
Total | $ | 24,161 | $ | 49,116 | |||||
__________________ | |||||||||
-1 | Represents withholding tax related to vesting and net settlement of restricted stock units. |
Management_Agreements_and_Mana1
Management Agreements and Managed Companies (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Management Agreements [Abstract] | |||||||||
Schedule of Asset Management and Other Fees | 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 May 6, 2015 (2) | $1.2 billion | $1.2 billion | $560 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 2016(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 dividend reinvestment plans. | ||||||||
-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 the second half of 2015. | ||||||||
-11 | Offering period subject to extension as determined by the board of directors of eac | ||||||||
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 (4) | $30.0 million, or 1.5% of the proceeds expected to be raised from the offering (4) | |||||
Operating costs (3) | Greater of 2.0% of its average invested assets or 25.0% of its net income (net of 1.25% asset management fee) | Greater of 2.0% of its average invested assets or 25.0% of its net income (net of 1.00% asset management fee) | Greater of 2.0% of its average invested assets or 25.0% of its net income (net of 1.25% asset management fee) | Greater of 2.0% of its average invested assets or 25.0% of its net income (net of 1.25% asset management fee) | |||||
__________________ | |||||||||
-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 dividend reinvestment plans. | ||||||||
Schedule of Related Party Receivables | The following table presents receivables, related parties on the consolidated balance sheets as of March 31, 2015 and December 31, 2014 (dollars in thousands): | ||||||||
March 31, 2015 (Unaudited) | 31-Dec-14 | ||||||||
NorthStar Realty fees (1) | $ | 43,381 | $ | 47,414 | |||||
Sponsored Companies: | |||||||||
Fees | 1,313 | 245 | |||||||
Other receivables | 38,051 | 29,319 | |||||||
Subtotal Sponsored Companies(2) | 39,364 | 29,564 | |||||||
Other | 1,274 | 648 | |||||||
Total (3) | $ | 84,019 | $ | 77,626 | |||||
________________________ | |||||||||
-1 | Represents the base management fee and incentive fee receivable and net direct costs and expenses due between the Company and NorthStar Realty. | ||||||||
-2 | As of March 31, 2015 and December 31, 2014, the Company had unreimbursed costs from the Sponsored Companies of $38.1 million and $29.3 million respectively, recorded as receivables, related parties on the consolidated balance sheets. | ||||||||
-3 | Subsequent to March 31, 2015, the Company received $51.3 million from | ||||||||
Schedule of Net Commission Revenue | The following table summarizes selling commission and dealer manager fees, commission expense and net commission income for the three months ended March 31, 2015 and 2014 (dollar in thousands): | ||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Selling commission and dealer manager fees | $ | 29,923 | $ | 14,548 | |||||
Commission expense | 27,695 | 13,560 | |||||||
Net commission income(1) | $ | 2,228 | $ | 988 | |||||
________________________ | |||||||||
-1 | Excludes direct expenses of NorthStar Securities. |
EquityBased_Compensation_Table
Equity-Based Compensation (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Share-based Compensation [Abstract] | |||||||||||||
Summary of LTIP Units and Unvested Restricted Stock | The balance as of March 31, 2015 represents LTIP Units whether vested or not that are outstanding and unvested shares of restricted stock whether vested or not (grants in thousands): | ||||||||||||
Three Months Ended March 31, 2015 | |||||||||||||
Restricted Stock | LTIP Units | Total Grants | Weighted | ||||||||||
Average | |||||||||||||
Grant Price | |||||||||||||
Beginning Balance | 4,104 | 1,135 | (1) | 5,239 | $ | 22.12 | |||||||
New grants | 649 | 666 | 1,315 | 23.62 | |||||||||
Conversions | — | (7 | ) | (7 | ) | 15.51 | |||||||
Vesting of restricted stock post-spin | (466 | ) | — | (466 | ) | 13.95 | |||||||
Forfeited or canceled grants | (8 | ) | — | (8 | ) | 17.85 | |||||||
Ending Balance/Weighted Average | 4,279 | 1,794 | 6,073 | $ | 23.09 | ||||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Stockholders' Equity Note Disclosure and Earnings Per Share Disclosure [Abstract] | ||||||||
Schedule of Earnings Per Share | The following table presents EPS for the three months ended March 31, 2015 and 2014 (dollars and shares in thousands, except per share data): | |||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Numerator: | ||||||||
Net income (loss) | $ | 21,768 | $ | (8,305 | ) | |||
Earnings (loss) allocated to unvested participating securities | (832 | ) | — | |||||
Numerator for basic income per share | 20,936 | (8,305 | ) | |||||
Participating nonvested shares | 832 | — | ||||||
Net income (loss) attributable to LTIP Units non-controlling interest | 202 | — | ||||||
Numerator for diluted income per share | $ | 21,970 | $ | (8,305 | ) | |||
Denominator: | ||||||||
Weighted average number of shares of common stock | 189,541 | 187,816 | ||||||
Incremental diluted shares | 2,031 | — | ||||||
Weighted average number of diluted shares(1) | 191,572 | 187,816 | ||||||
Earnings (loss) per share: | ||||||||
Basic | $ | 0.11 | $ | (0.04 | ) | |||
Diluted | $ | 0.11 | $ | (0.04 | ) | |||
_______________________ | ||||||||
-1 | 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. |
Segment_Reporting_Tables
Segment Reporting (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||
Schedule of segment reporting information | The following tables present segment reporting for the three months ended March 31, 2015 and 2014 (dollars in thousands): | ||||||||||||||||||||||||
Statement of Operations: | |||||||||||||||||||||||||
Three months ended March 31, 2015 | NorthStar Realty (1) | Sponsored | Broker Dealer (2) | Direct Investments | Corporate/Other | Total | |||||||||||||||||||
Companies | |||||||||||||||||||||||||
Asset management and other fees, related parties | $ | 48,251 | $ | 13,128 | $ | — | $ | — | $ | — | $ | 61,379 | |||||||||||||
Selling commission and dealer manager fees, related parties | — | — | 29,923 | — | — | 29,923 | |||||||||||||||||||
Commission expense | — | — | 27,695 | — | — | 27,695 | |||||||||||||||||||
Salaries and related expense | — | — | 2,237 | — | 9,908 | 12,145 | |||||||||||||||||||
Equity-based compensation expense | — | — | — | — | 13,618 | 13,618 | |||||||||||||||||||
Other general and administrative expenses | — | — | 1,915 | — | 4,190 | 6,105 | |||||||||||||||||||
Equity in earnings (losses) of unconsolidated ventures | — | — | — | (870 | ) | — | (870 | ) | |||||||||||||||||
Income tax (benefit) expense | — | — | — | — | 7,938 | 7,938 | |||||||||||||||||||
Net income (loss) | 48,251 | 13,128 | (1,965 | ) | (870 | ) | (36,574 | ) | 21,970 | ||||||||||||||||
_______________ | |||||||||||||||||||||||||
-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. | ||||||||||||||||||||||||
Statement of Operations: | |||||||||||||||||||||||||
Three months ended March 31, 2014 | NorthStar Realty (1) | Sponsored | Broker Dealer (2) | Corporate/Other | Total | ||||||||||||||||||||
Companies | |||||||||||||||||||||||||
Asset management and other fees, related parties | $ | — | $ | 8,669 | $ | — | $ | — | $ | 8,669 | |||||||||||||||
Selling commission and dealer manager fees, related parties | — | — | 14,548 | — | 14,548 | ||||||||||||||||||||
Commission expense | — | — | 13,560 | — | 13,560 | ||||||||||||||||||||
Salaries and related expense | — | — | 1,863 | 6,073 | 7,936 | ||||||||||||||||||||
Equity-based compensation expense | — | — | — | 5,694 | 5,694 | ||||||||||||||||||||
Other general and administrative expenses | — | — | 1,762 | 111 | 1,873 | ||||||||||||||||||||
Net income (loss) | — | 8,669 | (2,660 | ) | (14,314 | ) | (8,305 | ) | |||||||||||||||||
_______________ | |||||||||||||||||||||||||
-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. | ||||||||||||||||||||||||
The following table presents total assets by segment as of March 31, 2015 and December 31, 2014 (dollars in thousands): | |||||||||||||||||||||||||
Total Assets | NorthStar Realty (1) | Sponsored | Broker Dealer | Direct Investments | Corporate/Other | Total | |||||||||||||||||||
Companies (1) | |||||||||||||||||||||||||
31-Mar-15 | $ | 53,069 | $ | 22,029 | $ | 12,183 | $ | 95,615 | $ | 68,955 | $ | 251,851 | |||||||||||||
31-Dec-14 | $ | 60,909 | $ | 27,147 | $ | 17,868 | $ | 54,480 | $ | 103,465 | $ | 263,869 | |||||||||||||
__________________ | |||||||||||||||||||||||||
-1 | Primarily represents the receivable, related parties as of March 31, 2015 and December 31, 2014, respectively. Subsequent to March 31, 2015, the Company received $51.3 million of reimbursements from the Managed Companies. |
Business_and_Organization_Deta
Business and Organization (Details) (USD $) | 0 Months Ended | 3 Months Ended | |
In Billions, unless otherwise specified | Jun. 30, 2014 | Mar. 31, 2015 | 8-May-15 |
property | |||
Variable Interest Entity [Line Items] | |||
Conversion rate of common stock | 1 | ||
Length of management contract term | 20 years | 20 years | |
Subsequent Event | |||
Variable Interest Entity [Line Items] | |||
Value of European real estate portfolio acquired or committed to acquired | $2 | ||
Number of properties in European real estate portfolio acquired or committed to acquire | 49 | ||
American Healthcare Investors, LLC | |||
Variable Interest Entity [Line Items] | |||
Ownership percentage | 45.00% | ||
Island Hospitality | |||
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 $) | Mar. 31, 2015 | Dec. 31, 2014 | |
In Thousands, unless otherwise specified | |||
Other Assets [Abstract] | |||
Deferred tax asset | $5,857 | $3,155 | [1] |
Furniture, fixtures and equipment, net | 4,381 | 4,629 | [1] |
Prepaid expenses | 3,019 | 2,279 | [1] |
Security deposits | 2,399 | 2,232 | [1] |
Due from participating broker-dealers | 432 | 1,965 | [1] |
Prepaid income taxes | 0 | 3,538 | [1] |
Pending deal costs | 0 | 1,045 | [1] |
Other | 445 | 531 | [1] |
Total | $16,533 | $19,374 | [1] |
[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. |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Accounts Payable and Accrued Expenses (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | ||
In Thousands, unless otherwise specified | ||||
Accounting Policies [Abstract] | ||||
Accrued bonus | $10,083 | $25,911 | ||
Accrued transaction expense | 4,562 | 5,205 | ||
Income tax payable | 3,173 | 0 | ||
Accrued payroll | 2,061 | 1,400 | ||
Accrued professional fees | 2,655 | 740 | ||
Accrued equity-based compensation awards (refer to Note 7) | 433 | 0 | ||
Accrued tax withholding | 0 | [1] | 11,938 | [1] |
Other | 1,194 | 3,922 | ||
Total | $24,161 | $49,116 | ||
[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 $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Related Party Transaction [Line Items] | ||
Commission payable | $5,125 | $12,164 |
North Star Realty Securities LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Commission payable | $400 |
Management_Agreements_and_Mana2
Management Agreements and Managed Companies - NorthStar Realty (Narrative) (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | |
Jun. 30, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Apr. 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 | $45,300,000 | $0 | ||
Additional annual base management fee | 10,000,000 | |||
Incentive management fee | 2,900,000 | |||
Expenses covered by NorthStar Realty | 20.00% | |||
Additional expenses covered by NorthStar Realty | $2,000,000 | |||
Range 1 | ||||
Related Party Transaction [Line Items] | ||||
Incentive fee | 15.00% | |||
Range 2 | ||||
Related Party Transaction [Line Items] | ||||
Incentive fee | 25.00% | |||
Incentive fee (usd per share) | $0.45 | |||
Minimum | Range 1 | ||||
Related Party Transaction [Line Items] | ||||
Incentive fee (usd per share) | $0.39 | |||
Maximum | Range 1 | ||||
Related Party Transaction [Line Items] | ||||
Incentive fee (usd per share) | $0.45 | |||
Subsequent Event | ||||
Related Party Transaction [Line Items] | ||||
Annual asset management fees (percent of assets) | 1.50% |
Management_Agreements_and_Mana3
Management Agreements and Managed Companies - Summary of Fee Arrangements (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||||
Mar. 31, 2015 | Apr. 01, 2015 | 6-May-15 | Feb. 02, 2015 | |||
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 | 1,200,000,000 | [9] | ||||
Subsequent Event | NorthStar Income II | ||||||
Related Party Transaction [Line Items] | ||||||
Follow-on public offering | $560,000,000 | [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 dividend reinvestment plans. |
Management_Agreements_and_Mana4
Management Agreements and Managed Companies - Sponsored Companies (Narrative) (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Related Party Transaction [Line Items] | ||
Sponsor fees | $13,100,000 | $8,700,000 |
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 $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | |
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],[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/RXR New York Metro | ||
Related Party Transaction [Line Items] | ||
Organization and offering costs | 30 | [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] |
[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 dividend reinvestment plans. |
Management_Agreements_and_Mana6
Management Agreements and Managed Companies - Related Party Receivables (Details) (USD $) | 1 Months Ended | ||||
8-May-15 | Mar. 31, 2015 | Dec. 31, 2014 | |||
Related Party Transaction [Line Items] | |||||
Related party receivables | $84,019,000 | [1] | $77,626,000 | [1] | |
Unreimbursed costs receivable | 38,100,000 | 29,300,000 | |||
Subsequent Event | |||||
Related Party Transaction [Line Items] | |||||
Reimbursement revenue | 51,300,000 | ||||
NorthStar Realty Finance Corporation | Fees | |||||
Related Party Transaction [Line Items] | |||||
Related party receivables | 43,381,000 | [2] | 47,414,000 | [2] | |
Sponsored Companies | |||||
Related Party Transaction [Line Items] | |||||
Related party receivables | 39,364,000 | [3] | 29,564,000 | [3] | |
Sponsored Companies | Fees | |||||
Related Party Transaction [Line Items] | |||||
Related party receivables | 1,313,000 | 245,000 | |||
Sponsored Companies | Other receivables | |||||
Related Party Transaction [Line Items] | |||||
Related party receivables | 38,051,000 | 29,319,000 | |||
Other | |||||
Related Party Transaction [Line Items] | |||||
Related party receivables | $1,274,000 | $648,000 | |||
[1] | Subsequent to March 31, 2015, the Company received $51.3 million from the Managed Companies. | ||||
[2] | Represents the base management fee and incentive fee receivable and net direct costs and expenses due between the Company and NorthStar Realty. | ||||
[3] | As of March 31, 2015 and December 31, 2014, the Company had unreimbursed costs from the Sponsored Companies of $38.1 million and $29.3 million respectively, recorded as receivables, related parties on the consolidated balance sheets. (3)Subsequent to March 31, 2015, the Company received $51.3 million from |
Management_Agreements_and_Mana7
Management Agreements and Managed Companies - Selling Commission and Dealer Manager Fees and Commission Expense (Narrative) (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
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 | $3.40 | $1.70 |
Management_Agreements_and_Mana8
Management Agreements and Managed Companies - Summary of Net Commission Income (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | |||
Management Agreements [Abstract] | ||||
Service Fee, Related Party | $400,000 | $100,000 | ||
Selling commission and dealer manager fees, related parties | 29,923,000 | 14,548,000 | [1] | |
Commission expense | 27,695,000 | 13,560,000 | [1] | |
Net commission income | $2,228,000 | [2] | $988,000 | [2] |
[1] | The consolidated financial statements for the three months ended March 31, 2015 represents the Company’s results of operations following the spin-off of NorthStar Realty’s historical asset management business on June 30, 2014. The three months ended March 31, 2014 represents a carve out of revenues and expenses attributable to the Company related to NorthStar Realty’s historical asset management business. As a result, results of operations for the three months ended March 31, 2015 may not be comparable to the Company’s results of operations reported for the prior period presented. | |||
[2] | Excludes direct expenses of NorthStar Securities. |
Investments_in_Unconsolidated_1
Investments in Unconsolidated Ventures - Distribution Finance (Narrative) (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Jun. 30, 2014 | ||
Investments in and Advances to Affiliates [Line Items] | ||||
Equity in (earnings) losses of unconsolidated ventures | $870,000 | $0 | [1] | |
Distribution Finance Corporation | ||||
Investments in and Advances to Affiliates [Line Items] | ||||
Payments to Acquire Equity Method Investments | 4,000,000 | |||
Fee on syndicated investments | 0.50% | |||
Incentive fee | 15.00% | |||
Equity method investments | 3,400,000 | |||
Equity in (earnings) losses of unconsolidated ventures | $200,000 | |||
Distribution Finance Corporation | Minimum | ||||
Investments in and Advances to Affiliates [Line Items] | ||||
Annual asset management fees (percent of assets) | 1.00% | |||
[1] | The consolidated financial statements for the three months ended March 31, 2015 represents the Company’s results of operations following the spin-off of NorthStar Realty’s historical asset management business on June 30, 2014. The three months ended March 31, 2014 represents a carve out of revenues and expenses attributable to the Company related to NorthStar Realty’s historical asset management business. As a result, results of operations for the three months ended March 31, 2015 may not be comparable to the Company’s results of operations reported for the prior period presented. |
Investments_in_Unconsolidated_2
Investments in Unconsolidated Ventures - AHI (Narrative) (Details) (USD $) | 3 Months Ended | 1 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | ||
Investments in and Advances to Affiliates [Line Items] | ||||
Equity in earnings (losses) of unconsolidated ventures | ($870,000) | $0 | [1] | |
Equity-based compensation expense | 13,618,000 | 5,694,000 | [1] | |
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 | |||
Common stock consideration that vested immediately | 10,000,000 | |||
Equity method investments | 47,600,000 | |||
Equity in earnings (losses) of unconsolidated ventures | 1,600,000 | |||
Equity-based compensation expense | 1,000,000 | |||
Depreciation and amortization expense | $2,300,000 | |||
[1] | The consolidated financial statements for the three months ended March 31, 2015 represents the Company’s results of operations following the spin-off of NorthStar Realty’s historical asset management business on June 30, 2014. The three months ended March 31, 2014 represents a carve out of revenues and expenses attributable to the Company related to NorthStar Realty’s historical asset management business. As a result, results of operations for the three months ended March 31, 2015 may not be comparable to the Company’s results of operations reported for the prior period presented. |
Investments_in_Unconsolidated_3
Investments in Unconsolidated Ventures - Island Interest (Narrative) (Details) (USD $) | 3 Months Ended | 1 Months Ended | 2 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Jan. 31, 2015 | Mar. 31, 2015 | ||
Investments in and Advances to Affiliates [Line Items] | |||||
Equity in earnings (losses) of unconsolidated ventures | ($870,000) | $0 | [1] | ||
Island Hospitality | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Consideration Transferred to Acquire Equity Method Investments | 37,700,000 | ||||
Payments to Acquire Equity Method Investments | 33,200,000 | ||||
Stock Issued | 4,500,000 | ||||
Equity method investments | 42,000,000 | 42,000,000 | |||
Equity in earnings (losses) of unconsolidated ventures | $1,000,000 | ||||
[1] | The consolidated financial statements for the three months ended March 31, 2015 represents the Company’s results of operations following the spin-off of NorthStar Realty’s historical asset management business on June 30, 2014. The three months ended March 31, 2014 represents a carve out of revenues and expenses attributable to the Company related to NorthStar Realty’s historical asset management business. As a result, results of operations for the three months ended March 31, 2015 may not be comparable to the Company’s results of operations reported for the prior period presented. |
Related_Party_Arrangements_Nor
Related Party Arrangements - NorthStar Realty (Narrative) (Details) (Revolving Credit Facility, NorthStar Realty Finance Corporation, USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transaction [Line Items] | |
Borrowing capacity | $250,000,000 |
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 | Mar. 31, 2015 | |
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 $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Related Party Transaction [Line Items] | ||
Base management fees | $45,300,000 | $0 |
AHI Ventures | AHI Ventures | ||
Related Party Transaction [Line Items] | ||
Base management fees | $600,000 | |
Ownership percentage | 0.50% | |
Mr. Flaherty | AHI Ventures | ||
Related Party Transaction [Line Items] | ||
Ownership percentage | 12.30% |
Related_Party_Arrangements_Isl
Related Party Arrangements - Island Venture (Narrative) (Details) (USD $) | 3 Months Ended |
In Billions, unless otherwise specified | Mar. 31, 2015 |
Maximum | Island Hospitality | NorthStar Realty Finance Corporation | |
Related Party Transaction [Line Items] | |
Base management fee (percent) | 3.00% |
Island Hospitality | |
Related Party Transaction [Line Items] | |
Number of hotel properties | 149 |
Assets under Management, Carrying Amount | 3.7 |
Island Hospitality | NorthStar Realty Finance Corporation | |
Related Party Transaction [Line Items] | |
Number of hotel properties | 101 |
Island Hospitality | Minimum | NorthStar Realty Finance Corporation | |
Related Party Transaction [Line Items] | |
Base management fee (percent) | 2.50% |
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% |
EquityBased_Compensation_North
Equity-Based Compensation - NorthStar Asset Management Plans (Narrative) (Details) (USD $) | 3 Months Ended | 0 Months Ended | 1 Months Ended | |||
Mar. 31, 2015 | Dec. 31, 2014 | Apr. 03, 2014 | Dec. 31, 2014 | 31-May-14 | Feb. 28, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares granted in period | 1,315,000 | |||||
Grant date fair value | $23.62 | |||||
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% | |||||
Number of Bonus Pools | 2 | |||||
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 | 1,317,368 | ||||
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] | ||||||
Grant date fair value | 17.01 | 16.8 | ||||
Absolute TSR RSUs | Omnibus Stock Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Grant date fair value | 10.22 | 9.95 | ||||
Relative TSR RSUs | Omnibus Stock Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Grant date fair value | 16.21 | 16.29 | ||||
Common Stock | 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% | |||||
Grant date fair value | $21.16 | |||||
Risk free rate | 1.00% | |||||
Percent of vested performance shares | 25.00% | |||||
Number of common shares issued | 795,107 | 642,882 | ||||
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 | |||||
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 | 1,205,210 | 762,898 | ||||
Executive Officer | Performance Stock | Incentive Compensation Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 474,842 | |||||
Vesting period one | Common Stock | Incentive Compensation Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percent of vested performance shares | 25.00% | |||||
Vesting period two | Common Stock | Incentive Compensation Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percent of vested performance shares | 25.00% | |||||
Vesting period three | Common Stock | Incentive Compensation Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percent of vested performance shares | 25.00% | |||||
Vesting period four | Common Stock | Incentive Compensation Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percent of vested performance shares | 25.00% |
EquityBased_Compensation_North1
Equity-Based Compensation - NorthStar Realty Equity Plans (Narrative) (Details) | 3 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |
Mar. 31, 2015 | Apr. 03, 2014 | 31-May-14 | Jan. 01, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares granted in period | 1,315,000 | ||||
Number of shares that met the performance hurdle | 466,000 | ||||
Restricted Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares granted in period | 649,000 | ||||
Number of shares that met the performance hurdle | 466,000 | ||||
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 | 1,317,368 | |||
Omnibus Stock Incentive Plan | NorthStar Realty Finance Corporation | Restricted Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of common shares issued | 220,902 | 49,149 | |||
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 | ||||
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 shares granted in period | 1,205,210 | 762,898 | |||
Incentive Compensation Plan | NorthStar Realty Finance Corporation | LTIP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
LTIP units issued | 1,127,696 | ||||
Number of units subject to vesting | 781,042 |
EquityBased_Compensation_Other
Equity-Based Compensation - Other Issuances (Narrative) (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 | Dec. 08, 2014 | Feb. 02, 2015 | Jan. 22, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares granted in period | 1,315,000 | |||
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 | 20,305 | 500,000 | ||
Restricted Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares granted in period | 649,000 |
EquityBased_Compensation_Summa
Equity-Based Compensation - Summary (Narrative) (Details) (USD $) | 3 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Jan. 01, 2015 | Feb. 28, 2015 | Dec. 08, 2014 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Grant date fair value | $23.62 | |||||
Equity-based compensation expense | $13,618,000 | $5,694,000 | [1] | |||
Equity-based compensation expense not yet recognized | 122,300,000 | |||||
NorthStar Realty Finance Corporation | Omnibus Stock Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity-based compensation expense | 5,700,000 | |||||
Common Stock | Incentive Compensation Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Grant date fair value | $21.16 | |||||
Aggregate shares reserved for future awards | 26,358,957 | |||||
Percent of increase in shares outstanding | 2.00% | |||||
American Healthcare Investors, LLC | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of shares subject to forfeiture conditions | 50.00% | |||||
Non Employee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity-based compensation expense | $100,000 | |||||
[1] | The consolidated financial statements for the three months ended March 31, 2015 represents the Company’s results of operations following the spin-off of NorthStar Realty’s historical asset management business on June 30, 2014. The three months ended March 31, 2014 represents a carve out of revenues and expenses attributable to the Company related to NorthStar Realty’s historical asset management business. As a result, results of operations for the three months ended March 31, 2015 may not be comparable to the Company’s results of operations reported for the prior period presented. |
EquityBased_Compensation_Summa1
Equity-Based Compensation - Summary of Deferred LTIP Units and Restricted Stock (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Jun. 30, 2014 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Beginning Balance | 5,239,000 | ||
New grants | 1,315,000 | ||
Conversions | -7,000 | ||
Vesting of restricted stock post-spin | -466,000 | ||
Forfeited or canceled grants | -8,000 | ||
Ending Balance | 6,073,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Beginning Balance, Weighted Average Grant Price | 22.12 | ||
Grant date fair value | 23.62 | ||
Conversions, Weighted Average Grant Price | 15.51 | ||
Vesting of restricted stock post-spin, Weighted Average Grant Price | 13.95 | ||
Forfeited or canceled grants, Weighted Average Grant Price | 17.85 | ||
Ending Balance, Weighted Average Grant Price | 23.09 | ||
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Beginning Balance | 4,104,000 | ||
New grants | 649,000 | ||
Conversions | 0 | ||
Vesting of restricted stock post-spin | -466,000 | ||
Forfeited or canceled grants | -8,000 | ||
Ending Balance | 4,279,000 | ||
LTIP Units | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Beginning Balance | 1,135,000 | [1] | |
New grants | 666,000 | ||
Conversions | -7,000 | ||
Vesting of restricted stock post-spin | 0 | ||
Forfeited or canceled grants | 0 | ||
Ending Balance | 1,794,000 | 1,135,000 | [1] |
[1] | Represents Deferred LTIP Units that settled into LTIP Units on March 13, 2015. |
Stockholders_Equity_Narrative_
Stockholders' Equity (Narrative) (Details) (USD $) | 0 Months Ended | 3 Months Ended | 1 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Oct. 30, 2014 | Mar. 31, 2015 | Jan. 31, 2015 | Feb. 28, 2015 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of capital units authorized | 1,600,000,000 | ||||
Number of performance common shares authorized | 500,000,000 | 500,000,000 | |||
Common stock, par value (in dollars per share) | $0.01 | $0.01 | |||
Dividends per share of common stock | $0.10 | $0.10 | |||
Common Stock | Island Hospitality | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of common shares issued | 208,486 | ||||
Common Stock | Island Hospitality | Additional Paid-in Capital | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Increase to additional paid-in capital | $4.50 | ||||
Performance Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of performance common shares authorized | 500,000,000 | ||||
Common stock, par value (in dollars per share) | $0.01 | ||||
Performance Stock | Executive Officer | Incentive Compensation Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of common shares issued | 474,842 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 3 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Numerator: | ||||
Net income (loss) | $21,768 | ($8,305) | [1] | |
Earnings (loss) allocated to unvested participating securities | -832 | 0 | ||
Numerator for basic income per share | 20,936 | -8,305 | ||
Participating nonvested shares | 832 | 0 | ||
Net income (loss) attributable to LTIP Units non-controlling interest | 202 | 0 | [1] | |
Numerator for diluted income per share | $21,970 | ($8,305) | ||
Denominator: | ||||
Weighted average number of shares of common stock | 189,541,166 | 187,815,614 | [1] | |
Incremental diluted shares | 2,031,098 | 0 | ||
Weighted average number of diluted shares | 191,572,264 | [2] | 187,815,614 | [1],[2] |
Earnings (loss) per share: | ||||
Basic (usd per share) | $0.11 | ($0.04) | [1] | |
Diluted (usd per share) | $0.11 | ($0.04) | [1] | |
[1] | The consolidated financial statements for the three months ended March 31, 2015 represents the Company’s results of operations following the spin-off of NorthStar Realty’s historical asset management business on June 30, 2014. The three months ended March 31, 2014 represents a carve out of revenues and expenses attributable to the Company related to NorthStar Realty’s historical asset management business. As a result, results of operations for the three months ended March 31, 2015 may not be comparable to the Company’s results of operations reported for the prior period presented. | |||
[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. |
Noncontrolling_Interests_Detai
Non-controlling Interests (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | ||
Noncontrolling Interest [Line Items] | |||
Stockholders' Equity Attributable to Noncontrolling Interest | $4,400,000 | ||
Ownership and non-controlling interest (percent) | 1.00% | ||
Net (income) loss attributable to non-controlling interest | ($202,000) | $0 | [1] |
Non-controlling Interest | Long Term Incentive Plan Units [Member] | |||
Noncontrolling Interest [Line Items] | |||
Shares, Outstanding | 1,793,443 | ||
[1] | The consolidated financial statements for the three months ended March 31, 2015 represents the Company’s results of operations following the spin-off of NorthStar Realty’s historical asset management business on June 30, 2014. The three months ended March 31, 2014 represents a carve out of revenues and expenses attributable to the Company related to NorthStar Realty’s historical asset management business. As a result, results of operations for the three months ended March 31, 2015 may not be comparable to the Company’s results of operations reported for the prior period presented. |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2015 |
Income Tax Contingency [Line Items] | |||
Income tax (benefit) expense | $7,938 | $0 | |
Forecast [Member] | |||
Income Tax Contingency [Line Items] | |||
Effective tax rate | 27.00% |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended | ||||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | 8-May-15 | ||||
segment | |||||||
Segment Reporting Information [Line Items] | |||||||
Number of segments | 5 | ||||||
Asset management and other fees, related parties | $61,379,000 | [1] | $8,669,000 | [1],[2] | |||
Selling commission and dealer manager fees, related parties | 29,923,000 | 14,548,000 | [2] | ||||
Commission expense | 27,695,000 | 13,560,000 | |||||
Salaries and related expense | 12,145,000 | 7,936,000 | [2] | ||||
Equity-based compensation expense | 13,618,000 | 5,694,000 | [2] | ||||
Other general and administrative expenses | 6,105,000 | 1,873,000 | [2] | ||||
Equity in earnings (losses) of unconsolidated ventures | -870,000 | 0 | [2] | ||||
Income tax (benefit) expense | 7,938,000 | 0 | |||||
Net income (loss) | 21,970,000 | -8,305,000 | [2] | 19,100,000 | |||
Total Assets by Segment | |||||||
Total Assets | 251,851,000 | 263,869,000 | |||||
Subsequent Event | |||||||
Total Assets by Segment | |||||||
Reimbursement revenue | 51,300,000 | ||||||
NorthStar Realty | |||||||
Segment Reporting Information [Line Items] | |||||||
Asset management and other fees, related parties | 48,251,000 | [3] | 0 | [3] | |||
Selling commission and dealer manager fees, related parties | 0 | [3] | 0 | [3] | |||
Commission expense | 0 | [3] | 0 | [3] | |||
Salaries and related expense | 0 | [3] | 0 | [3] | |||
Equity-based compensation expense | 0 | [3] | 0 | [3] | |||
Other general and administrative expenses | 0 | [3] | 0 | [3] | |||
Equity in earnings (losses) of unconsolidated ventures | 0 | [3] | |||||
Income tax (benefit) expense | 0 | [3] | |||||
Net income (loss) | 48,251,000 | [3] | 0 | [3] | |||
Total Assets by Segment | |||||||
Total Assets | 53,069,000 | [4] | 60,909,000 | [4] | |||
Sponsored Companies | |||||||
Segment Reporting Information [Line Items] | |||||||
Asset management and other fees, related parties | 13,128,000 | 8,669,000 | |||||
Selling commission and dealer manager fees, related parties | 0 | 0 | |||||
Commission expense | 0 | 0 | |||||
Salaries and related expense | 0 | 0 | |||||
Equity-based compensation expense | 0 | 0 | |||||
Other general and administrative expenses | 0 | 0 | |||||
Equity in earnings (losses) of unconsolidated ventures | 0 | ||||||
Income tax (benefit) expense | 0 | ||||||
Net income (loss) | 13,128,000 | 8,669,000 | |||||
Total Assets by Segment | |||||||
Total Assets | 22,029,000 | [4] | 27,147,000 | [4] | |||
Broker Dealer | |||||||
Segment Reporting Information [Line Items] | |||||||
Asset management and other fees, related parties | 0 | [5] | 0 | [5] | |||
Selling commission and dealer manager fees, related parties | 29,923,000 | [5] | 14,548,000 | [5] | |||
Commission expense | 27,695,000 | [5] | 13,560,000 | [5] | |||
Salaries and related expense | 2,237,000 | [5] | 1,863,000 | [5] | |||
Equity-based compensation expense | 0 | [5] | 0 | [5] | |||
Other general and administrative expenses | 1,915,000 | [5] | 1,762,000 | [5] | |||
Equity in earnings (losses) of unconsolidated ventures | 0 | [5] | |||||
Income tax (benefit) expense | 0 | [5] | |||||
Net income (loss) | -1,965,000 | [5] | -2,660,000 | [5] | |||
Total Assets by Segment | |||||||
Total Assets | 12,183,000 | 17,868,000 | |||||
Direct Investments | |||||||
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 | -870,000 | ||||||
Income tax (benefit) expense | 0 | ||||||
Net income (loss) | -870,000 | ||||||
Total Assets by Segment | |||||||
Total Assets | 95,615,000 | 54,480,000 | |||||
Corporate/Other | |||||||
Segment Reporting Information [Line Items] | |||||||
Asset management and other fees, related parties | 0 | 0 | |||||
Selling commission and dealer manager fees, related parties | 0 | 0 | |||||
Commission expense | 0 | 0 | |||||
Salaries and related expense | 9,908,000 | 6,073,000 | |||||
Equity-based compensation expense | 13,618,000 | 5,694,000 | |||||
Other general and administrative expenses | 4,190,000 | 111,000 | |||||
Equity in earnings (losses) of unconsolidated ventures | 0 | ||||||
Income tax (benefit) expense | 7,938,000 | ||||||
Net income (loss) | -36,574,000 | -14,314,000 | |||||
Total Assets by Segment | |||||||
Total Assets | $68,955,000 | $103,465,000 | |||||
[1] | The Company began earning fees on July 1, 2014, in connection with the management agreement with NorthStar Realty (refer to Note 1). | ||||||
[2] | The consolidated financial statements for the three months ended March 31, 2015 represents the Company’s results of operations following the spin-off of NorthStar Realty’s historical asset management business on June 30, 2014. The three months ended March 31, 2014 represents a carve out of revenues and expenses attributable to the Company related to NorthStar Realty’s historical asset management business. As a result, results of operations for the three months ended March 31, 2015 may not be comparable to the Company’s results of operations reported for the prior period presented. | ||||||
[3] | The Company began earning fees on July 1, 2014, in connection with the management agreement with NorthStar Realty (refer to Note 3). | ||||||
[4] | Primarily represents the receivable, related parties as of March 31, 2015 and December 31, 2014, respectively. Subsequent to March 31, 2015, the Company received $51.3 million of reimbursements from the Managed Companies. | ||||||
[5] | Direct general and administrative expenses incurred by the broker dealer. |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | |
Oct. 30, 2014 | Mar. 31, 2015 | 5-May-15 | Apr. 30, 2015 | |
Subsequent Event [Line Items] | ||||
Dividends per share of common stock | $0.10 | $0.10 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Dividends per share of common stock | $0.10 | |||
Amount of outstanding common stock authorized to repurchase | $400,000,000 |