Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 24, 2016 | Jun. 30, 2015 | |
Document and Entity Information | |||
Entity Registrant Name | NorthStar Asset Management Group Inc. | ||
Entity Central Index Key | 1,597,503 | ||
Entity Current Reporting Status | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 3,505,602,157 | ||
Entity Common Stock, Shares Outstanding | 188,995,233 | ||
Amendment Flag | false | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Assets | ||
Cash | $ 84,707 | $ 109,199 |
Restricted cash | 36,780 | 3,190 |
Receivables, related parties, net | 93,809 | 77,626 |
Investments in unconsolidated ventures | 88,069 | 54,480 |
Securities, at fair value | 46,215 | 0 |
Other assets | 25,241 | 19,374 |
Total assets | 374,821 | 263,869 |
Liabilities | ||
Credit facility | 100,000 | 0 |
Accounts payable and accrued expenses | 90,160 | 49,116 |
Commission payable | 6,988 | 12,164 |
Other liabilities | 930 | 841 |
Total liabilities | $ 198,078 | $ 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 December 31, 2015 and 2014, respectively | $ 42 | $ 37 |
Preferred stock, $0.01 par value, 100,000,000 shares authorized, no shares issued and outstanding as of December 31, 2015 and 2014 | 0 | 0 |
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 185,685,124 and 192,947,856 shares issued and outstanding as of December 31, 2015 and 2014, respectively | 1,857 | 1,930 |
Additional paid-in capital | 208,318 | 276,874 |
Retained earnings (accumulated deficit) | (35,152) | (77,093) |
Total NorthStar Asset Management Group Inc. stockholders’ equity | 175,065 | 201,748 |
Non-controlling interests | 1,678 | 0 |
Total equity | 176,743 | 201,748 |
Total liabilities and equity | $ 374,821 | $ 263,869 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 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 (shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (shares) | 185,685,124 | 192,947,856 |
Common stock, shares outstanding (shares) | 185,685,124 | 192,947,856 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (shares) | 0 | 0 |
Performance stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Performance stock, shares authorized (shares) | 500,000,000 | 500,000,000 |
Performance stock, shares issued (shares) | 4,213,156 | 3,738,314 |
Performance stock, shares outstanding (shares) | 4,213,156 | 3,738,314 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | [2] | Dec. 31, 2013 | ||
Revenues | |||||
Asset management and other fees, related parties | [1] | $ 307,988,000 | $ 147,738,000 | $ 26,633,000 | |
Selling commission and dealer manager fees, related parties | 126,907,000 | 110,563,000 | 62,572,000 | ||
Other income | 926,000 | 841,000 | 733,000 | ||
Total revenues | 435,821,000 | 259,142,000 | 89,938,000 | ||
Expenses | |||||
Commission expense | 117,390,000 | 104,428,000 | 57,325,000 | ||
Interest expense | 778,000 | 0 | 0 | ||
Transaction costs | 9,665,000 | 24,476,000 | 1,590,000 | ||
Other expenses | 3,520,000 | 1,495,000 | 145,000 | ||
General and administrative expenses | |||||
Salaries and related expense | 68,349,000 | 37,205,000 | 21,344,000 | ||
Equity-based compensation expense | 57,468,000 | 51,650,000 | 5,177,000 | ||
Other general and administrative expenses | 33,386,000 | 17,717,000 | 6,352,000 | ||
Total general and administrative expenses | 159,203,000 | 106,572,000 | 32,873,000 | ||
Total expenses | 290,556,000 | 236,971,000 | 91,933,000 | ||
Unrealized gain (loss) on investments and other | (4,274,000) | (410,000) | 0 | ||
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) | 140,991,000 | 21,761,000 | (1,995,000) | ||
Equity in earnings (losses) of unconsolidated ventures | 1,625,000 | (1,039,000) | 0 | ||
Income (loss) before income tax benefit (expense) | 142,616,000 | 20,722,000 | (1,995,000) | ||
Income tax benefit (expense) | (21,869,000) | (1,622,000) | 0 | ||
Net income (loss) | 120,747,000 | 19,100,000 | (1,995,000) | ||
Net (income) loss attributable to non-controlling interests | (953,000) | 0 | 0 | ||
Net income (loss) attributable to NorthStar Asset Management Group Inc. common stockholders | $ 119,794,000 | $ 19,100,000 | $ (1,995,000) | ||
Earnings (loss) per share: | |||||
Basic (usd per share) | $ 0.61 | $ 0.10 | $ (0.01) | ||
Diluted (usd per share) | $ 0.60 | $ 0.10 | $ (0.01) | ||
Weighted average number of shares: | |||||
Basic (shares) | 188,705,876 | 187,852,524 | 187,815,614 | ||
Dilutive (shares) | 193,119,145 | 190,441,189 | 187,815,614 | ||
[1] | The Company began earning fees on July 1, 2014, in connection with the management agreement with NorthStar Realty and began earnings fees on November 1, 2015, in connection with the management agreement with NorthStar Europe (refer to Note 1). | ||||
[2] | The consolidated financial statements for the year ended December 31, 2015 represent the Company’s results of operations following the NSAM Spin-off on June 30, 2014. The year ended December 31, 2014 includes: (i) the Company’s results of operations for the six months ended December 31, 2014, which represents the activity following the NSAM Spin-off; and (ii) the Company’s results of operations for the six months ended June 30, 2014, which represents a carve-out of its historical financial information including revenues and expenses attributable to the Company, related to NorthStar Realty’s historical asset management business. The year ended December 31, 2013 was prepared on the same basis as the six months ended June 30, 2014. As a result, the year ended December 31, 2015 may not be comparable to the prior periods presented. |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands | Total | Total NorthStar Stockholders’ Equity | Performance Common Stock | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Non-controlling Interests | |
Beginning Balance (shares) at Dec. 31, 2012 | 0 | 0 | ||||||
Beginning Balance at Dec. 31, 2012 | $ 17,875 | $ 17,875 | $ 0 | $ 0 | $ 93,010 | $ (75,135) | $ 0 | |
Increase (Decrease) in Stockholders' Equity | ||||||||
Capital contribution of NorthStar Realty | 12,488 | 12,488 | 12,488 | |||||
Net income (loss) | (1,995) | (1,995) | (1,995) | |||||
Ending Balance (shares) at Dec. 31, 2013 | 0 | 0 | ||||||
Ending Balance at Dec. 31, 2013 | 28,368 | 28,368 | $ 0 | $ 0 | 105,498 | (77,130) | 0 | |
Increase (Decrease) in Stockholders' Equity | ||||||||
Capital contribution of NorthStar Realty (shares) | 188,597 | |||||||
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 | |||||||
Issuance of common stock related to transactions (shares) | 956 | |||||||
Issuance of common stock related to transactions | 10,310 | 10,310 | $ 10 | 10,300 | ||||
Issuance of common stock relating to equity-based compensation, net of forfeitures (shares) | 827 | |||||||
Issuance of common stock relating to equity-based compensation, net of forfeitures | 0 | $ 8 | (8) | |||||
Settlement of RSUs to common stock (shares) | 3,030 | |||||||
Settlement of RSUs to common stock | 0 | $ 31 | (31) | |||||
Settlement of RSUs to performance common stock (shares) | 3,738 | |||||||
Settlement of RSUs to performance common stock | 0 | $ 37 | (37) | |||||
Dividends on common stock and equity-based awards | (19,063) | (19,063) | (19,063) | |||||
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net | 1,599 | 1,599 | 1,599 | |||||
Tax withholding related to vesting of restricted stock (shares) | (500) | |||||||
Tax withholding related to vesting of restricted stock | (11,294) | (11,294) | $ (5) | (11,289) | ||||
Net income (loss) | 19,100 | [1] | 19,100 | 19,100 | ||||
Ending Balance (shares) at Dec. 31, 2014 | 3,738 | 192,948 | ||||||
Ending Balance at Dec. 31, 2014 | 201,748 | 201,748 | $ 37 | $ 1,930 | 276,874 | (77,093) | 0 | |
Increase (Decrease) in Stockholders' Equity | ||||||||
Amortization of equity-based compensation | 58,366 | 53,416 | 53,416 | 4,950 | ||||
Issuance of common stock related to transactions (shares) | 208 | |||||||
Issuance of common stock related to transactions | 4,507 | 4,507 | $ 2 | 4,505 | ||||
Issuance of common stock relating to equity-based compensation, net of forfeitures (shares) | 275 | |||||||
Issuance of common stock relating to equity-based compensation, net of forfeitures | 0 | $ 3 | (3) | |||||
Conversion of Deferred LTIP Units to LTIP Units and common stock, net (shares) | 4 | |||||||
Conversion of Deferred LTIP Units to LTIP Units and common stock, net | 0 | (4,400) | (4,400) | 4,400 | ||||
Retirement of shares of common stock (shares) | (7,799) | |||||||
Retirement of shares of common stock | (105,156) | (105,156) | $ (78) | (105,078) | ||||
Issuance of performance common stock (shares) | 475 | |||||||
Issuance of performance common stock | 0 | $ 5 | (5) | |||||
Settlement of RSUs to common stock (shares) | 49 | |||||||
Settlement of RSUs to common stock | (7,227) | (7,227) | (7,227) | |||||
Dividends on common stock and equity-based awards | (78,391) | (77,853) | (77,853) | (538) | ||||
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net | (1,068) | (1,068) | (1,068) | |||||
Call Spread premium, net | (16,783) | (16,783) | (16,783) | |||||
Reallocation of non-controlling interests in Operating Partnership | 0 | 8,087 | 8,087 | (8,087) | ||||
Net income (loss) | 120,747 | 119,794 | 0 | 119,794 | 953 | |||
Ending Balance (shares) at Dec. 31, 2015 | 4,213 | 185,685 | ||||||
Ending Balance at Dec. 31, 2015 | $ 176,743 | $ 175,065 | $ 42 | $ 1,857 | $ 208,318 | $ (35,152) | $ 1,678 | |
[1] | The consolidated financial statements for the year ended December 31, 2015 represent the Company’s results of operations following the NSAM Spin-off on June 30, 2014. The year ended December 31, 2014 includes: (i) the Company’s results of operations for the six months ended December 31, 2014, which represents the activity following the NSAM Spin-off; and (ii) the Company’s results of operations for the six months ended June 30, 2014, which represents a carve-out of its historical financial information including revenues and expenses attributable to the Company, related to NorthStar Realty’s historical asset management business. The year ended December 31, 2013 was prepared on the same basis as the six months ended June 30, 2014. As a result, the year ended December 31, 2015 may not be comparable to the prior periods presented. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | ||
Cash flows from operating activities: | ||||
Net income (loss) | $ 120,747 | $ 19,100 | [1] | $ (1,995) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Equity in (earnings) losses of unconsolidated ventures | (1,625) | 1,039 | [1] | 0 |
Accrued transaction costs | 2,166 | 5,205 | 0 | |
Depreciation and amortization expense | 1,880 | 1,047 | 74 | |
Amortization of deferred financing costs | 337 | 0 | 0 | |
Amortization of equity-based compensation | 57,036 | 51,519 | 5,177 | |
Unrealized gain (loss) on investments and other | 4,274 | 410 | 0 | |
Deferred income tax, net | 7,785 | 3,095 | 0 | |
Distribution on investments from unconsolidated ventures | 4,444 | 0 | 0 | |
Change in assets and liabilities: | ||||
Restricted cash | (33,590) | (3,190) | 0 | |
Receivables, related parties, net | (16,183) | (54,439) | (9,976) | |
Other assets | (16,662) | (17,602) | (657) | |
Other liabilities | 89 | 0 | 0 | |
Accounts payable and accrued expenses | 30,973 | 30,341 | (954) | |
Commission payable | (3,553) | 10,196 | 1,968 | |
Net cash provided by (used in) operating activities | 158,118 | 46,721 | (6,363) | |
Cash flows from investing activities: | ||||
Investments in unconsolidated ventures | (35,631) | (43,582) | 0 | |
Acquisition of securities | (43,357) | 0 | 0 | |
Distribution of investments from unconsolidated ventures | 6,349 | 0 | 0 | |
Net cash provided by (used in) investing activities | (72,639) | (43,582) | 0 | |
Cash flows from financing activities: | ||||
Contribution from NorthStar Realty | 0 | 116,397 | 7,257 | |
Repurchase of shares related equity-based awards related to tax withholding | (7,227) | 0 | 0 | |
Borrowings from credit facility | 100,000 | 0 | 0 | |
Payment of financing costs | (1,240) | 0 | 0 | |
Call Spread Premium, net | (16,783) | 0 | 0 | |
Retirement of shares of common stock | (105,156) | 0 | 0 | |
Dividends | (77,968) | (19,063) | 0 | |
Excess tax benefit from equity-based compensation | (1,068) | 1,599 | 0 | |
Net cash provided by (used in) financing activities | (109,442) | 98,933 | 7,257 | |
Effect of foreign exchange rate changes on cash | (529) | (410) | 0 | |
Net increase (decrease) in cash | (24,492) | 101,662 | 894 | |
Cash - beginning of period | 109,199 | 7,537 | 6,643 | |
Cash - end of period | 84,707 | 109,199 | 7,537 | |
Supplemental disclosure of non-cash investing and financing activities: | ||||
Tax effect related to the vesting of RSUs | 0 | 11,294 | 0 | |
Reallocation of non-controlling interests in Operating Partnership | 8,087 | 0 | 0 | |
Stock issued | 4,507 | 10,310 | 0 | |
Conversion of Deferred LTIP Units to LTIP Units and common stock | 4,400 | 0 | 0 | |
Deemed capital contribution from NorthStar Realty | 0 | 4,811 | 0 | |
Accrued transaction costs relating to investments in unconsolidated ventures | 0 | 1,538 | 0 | |
Dividend payable related to RSUs | 423 | 0 | 0 | |
Distribution from unconsolidated ventures | 231 | 0 | 0 | |
Equity incentive plan | 0 | 88 | 0 | |
Supplemental disclosures of cash flow information: | ||||
Payment of interest expense | 346 | 0 | 0 | |
Payment of income tax | $ 25,568 | $ 6,700 | $ 0 | |
[1] | The consolidated financial statements for the year ended December 31, 2015 represent the Company’s results of operations following the NSAM Spin-off on June 30, 2014. The year ended December 31, 2014 includes: (i) the Company’s results of operations for the six months ended December 31, 2014, which represents the activity following the NSAM Spin-off; and (ii) the Company’s results of operations for the six months ended June 30, 2014, which represents a carve-out of its historical financial information including revenues and expenses attributable to the Company, related to NorthStar Realty’s historical asset management business. The year ended December 31, 2013 was prepared on the same basis as the six months ended June 30, 2014. As a result, the year ended December 31, 2015 may not be comparable to the prior periods presented. |
Business and Organization
Business and Organization | 12 Months Ended |
Dec. 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 “NSAM Spin-off”). The NSAM 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 (“CRE”) debt origination business. On October 31, 2015, NorthStar Realty completed the previously announced spin-off of its European real estate business (the “NRE Spin-off”) into a separate publicly-traded real estate investment trust (“REIT”), NorthStar Realty Europe Corp. (“NorthStar Europe”). The Company manages NorthStar Europe pursuant to a long-term management agreement, on substantially similar terms as the Company’s management agreement with NorthStar Realty. NorthStar Realty and NorthStar Europe are herein collectively referred to as the NorthStar Listed Companies. Certain of the Company’s affiliates also manage NorthStar Realty’s previously sponsored companies which raise capital through the retail market, as well as any future sponsored company that raises money from retail investors (referred to as the “Sponsored Companies” and together with the NorthStar Listed Companies, 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 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 a 43% interest in American Healthcare Investors LLC (the “AHI Interest”), a 45% interest in Island Hospitality Management Inc. (the “Island Interest”) a 50% interest in Distributed Finance Corporation (“Distributed Finance”) (refer to Note 4) and a 84% interest in Townsend Holdings LLC (“Townsend”) (refer to Note 14). The Company earns asset management and other fees, directly or indirectly, pursuant to management and other contracts and direct investments. In addition, the Company owns NorthStar Securities, LLC (“NorthStar Securities”), a captive broker-dealer platform registered with the U.S. 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 liabilities 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. All references herein to the Company refer to NorthStar Asset Management Group Inc. and its consolidated subsidiaries, including the Operating Partnership, collectively, unless the context otherwise requires. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Accounting The accompanying consolidated financial statements and related notes of the Company are presented on a carve-out basis for the periods prior to June 30, 2014 and have been prepared from the historical consolidated balance sheets, statements of operations and cash flows attributed to the historical asset management business of NorthStar Realty and in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The consolidated financial statements for the year ended December 31, 2015 represent the Company’s results of operations following the NSAM Spin-off. In connection with the NSAM Spin-off, most of NorthStar Realty’s employees at the time of the NSAM 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 NSAM 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 attributable 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, the Operating Partnership and their consolidated subsidiaries. All significant intercompany balances are eliminated in consolidation. 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. The Company analyzes new investments and financings, as well as reconsideration events for existing investments and financings, which vary depending on type of investment or financing. 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 or through a simple majority vote. 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 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. Furniture, fixtures and equipment Furniture, fixtures and equipment is carried at historical cost less accumulated depreciation. Ordinary repairs and maintenance are expensed as incurred. Major replacements and betterments which improve or extend the life of assets are capitalized and depreciated over their useful life. Furniture, fixtures and equipment is depreciated using the straight-line method over the estimated useful lives of assets. Estimates The preparation of 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. Cash Cash, including amounts restricted, may at times exceed the Federal Deposit Insurance Corporation deposit insurance limit of $250,000 per institution. The Company mitigates credit risk by placing cash with major financial institutions. To date, the Company has not experienced any losses on cash. Restricted Cash Restricted cash primarily 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 December 31, 2015 and 2014 (dollars in thousands): December 31, 2015 2014 (1) Other assets: Deferred tax asset, net $ 10,880 $ 3,155 Furniture, fixtures and equipment, net 4,333 4,629 Prepaid expenses 4,781 2,279 Security deposits 2,380 2,232 Deferred financing costs, net 912 — Due from participating broker-dealers 398 1,965 Prepaid income taxes — 3,538 Pending deal costs 625 1,045 Other 932 531 Total $ 25,241 $ 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 NSAM Spin-off on June 30, 2014. December 31, 2015 2014 Accounts payable and accrued expenses: Accrued bonus and related taxes $ 63,935 $ 25,911 Accrued participating interests buyout (1) 8,110 — Payable to third-party broker (2) 6,603 — Accrued transaction costs 3,039 5,205 Accrued payroll 1,312 1,400 Accrued professional fees 646 740 Accrued equity-based compensation awards (refer to Note 8) 763 — Income tax payable 1,577 — Accrued dividends 574 — Accrued tax withholding (3) — 11,938 Accrued interest payable 92 — Other 3,509 3,922 Total $ 90,160 $ 49,116 __________________ (1) Represents a one-time buyout in satisfaction of all participating interests related to NorthStar Income (refer to Note 3). (2) Relates to the purchase of NorthStar Realty shares, which were settled in January 2016. (3) Represents withholding tax related to vesting and net settlement of restricted stock. Securities The Company elected to apply the fair value option for its securities investments. The Company elected the fair value option because management believes it is a more useful presentation for such investments. Any unrealized gain (loss) from the change in fair value is recorded in unrealized gains (losses) on investments and other in the consolidated statements of operations. Fair Value Option The fair value option provides an election that allows a company to irrevocably elect fair value for certain financial assets and liabilities on an instrument-by-instrument basis at initial recognition. The Company may elect to apply the fair value option for certain investments due to the nature of the instrument. Any change in fair value for assets and liabilities for which the election is made is recognized in earnings. Revenue Recognition Asset Management and Other Fees Asset management and other fees include asset management and other fees, such as acquisition and disposition fees, earned from the Managed Companies. Base asset management and other fees are recognized based on contractual terms specified in the underlying governing documents in the periods during which the related services are performed and the amounts have been contractually earned. Incentive fees and payments are recognized subject to the achievement of return hurdles in accordance with the respective terms set forth in the governing documents of the Managed Companies. Selling Commission and Dealer Manager Fees and Commission Expense Selling commission and dealer manager fees represent income earned by the Company for selling equity in the Sponsored Companies through NorthStar Securities. Selling commission and dealer manager fees and commission expense are accrued on a trade date basis. As of December 31, 2015 , commission payable of $7.0 million includes $1.7 million due to NorthStar Securities’ employees. Allowance for Doubtful Accounts An allowance for a doubtful account is established when, in the opinion of the Company, a full recovery of a receivable becomes doubtful. A receivable is written off when it is no longer collectible and/or legally discharged. As of December 31, 2015 and 2014, there was no allowance for doubtful accounts. Fair Value Fair Value Measurement The Company follows fair value guidance in accordance with U.S. GAAP to account for its financial instruments. The Company categorizes its financial instruments, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Financial assets and liabilities are recorded at fair value on its consolidated balance sheets and are categorized based on the inputs to the valuation techniques as follows: Level 1. Quoted prices for identical assets or liabilities in an active market. Level 2. Financial assets and liabilities whose values are based on the following: (a) Quoted prices for similar assets or liabilities in active markets. (b) Quoted prices for identical or similar assets or liabilities in non-active markets. (c) Pricing models whose inputs are observable for substantially the full term of the asset or liability. (d) Pricing models whose inputs are derived principally from or corroborated by observable market data for substantially the full term of the asset or liability. Level 3. Prices or valuation techniques based on inputs that are both unobservable and significant to the overall fair value measurement. As of December 31, 2015, the Company’s recurring financial measurements recorded at fair value were the Company’s securities. Such securities are valued using quoted prices in an active market, and as such, is classified as Level 1 of the fair value hierarchy. As of December 31, 2014, the Company’s did not have any recurring financial measurements recorded at fair value. 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 the 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 or the attribution method depending if the grant is to an employee or non-employee. 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 a foreign currency for which the functional currency is the U.S. dollar are remeasured using the currency exchange rate in effect at the end of the period presented and the results of operations for such entities are remeasured into U.S. dollars using the spot currency exchange rate at the time of the transaction. The resulting foreign currency remeasurement adjustment is recorded in unrealized gain (loss) on foreign currency in the consolidated statements of operations. Comprehensive Income (Loss) The Company had no items of other comprehensive income (loss), so its comprehensive income (loss) is the same as the net income (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. Diluted EPS reflects the maximum potential dilution that could occur from the Company’s share-based compensation, consisting of unvested restricted stock awards, 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”). Potential dilutive shares are excluded from the calculation if they have an anti-dilutive effect in the period. The Company’s unvested restricted stock awards, certain RSUs and LTIPs units contain rights to receive non-forfeitable dividends and thus are participating securities. Due to the existence of these participating securities, the two-class method of computing EPS is required, unless another method is determined to be more dilutive. 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. 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 forming the Company’s new Operating Partnership, under Delaware law, by converting 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. 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 July 2015, the FASB decided to delay the effective date of the new revenue standard by one year. The effective date of the new revenue standard for the Company will be January 1, 2018. The Company is in the process of evaluating the impact, if any, of the update on its consolidated financial position, results of operations and financial statement 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 will adopt the new standard on January 1, 2016 and it is not expected to have a material impact on its consolidated financial position or results of operations. In April 2015, the FASB issued an accounting update changing the presentation of financing costs in financial statements. Under the new guidance, an entity would present these costs in the balance sheet as a direct deduction from the related liability rather than as an asset. Amortization of the costs would continue to be reported as interest expense. The new guidance is effective for annual periods and interim periods beginning after December 15, 2015, with early adoption permitted. In the fourth quarter 2015 the Company adopted this guidance and it did not have a material impact on the Company’s consolidated financial position, results of operations and financial statement disclosures. In September 2015, the FASB issued updated guidance that eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Under the new guidance, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The new guidance is effective for annual periods and interim periods beginning after December 15, 2015, with early adoption permitted. The Company adopted this guidance in the third quarter 2015 and it did not have a material impact on the Company’s consolidated financial position, results of operations and financial statement disclosures. In January 2016, the FASB issued an accounting update that addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company is currently assessing the impact of the guidance on the Company’s consolidated financial position, results of operations and financial statement disclosures. In February 2016, the FASB issued an accounting update that requires lessees to present right-of-use assets and lease liabilities on the balance sheet. The new guidance is to be applied using a modified retrospective approach at the beginning of the earliest comparative period in the financial statements and is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is evaluating the impact that this guidance will have on its consolidated financial position, results of operations and financial statement disclosures. |
Management Agreements and Manag
Management Agreements and Managed Companies | 12 Months Ended |
Dec. 31, 2015 | |
Management Agreements [Abstract] | |
Management Agreements and Managed Companies | Management Agreements and Managed Companies NorthStar Listed Companies Management Agreement Upon completion of the NSAM Spin-off and NRE Spin-off, respectively, the Company entered into a management agreement with each of the NorthStar Listed Companies for an initial term of 20 years, which automatically renews for additional 20 -year terms each anniversary thereafter unless earlier terminated. As asset manager, the Company is responsible for the NorthStar Listed Companies’ day-to-day activities, subject to the supervision and management of the NorthStar Listed Companies’ board of directors, as applicable. Through its global network of subsidiaries and branch offices, the Company performs services and engages in activities relating to, among other things, investments and financing, portfolio management and other administrative services, such as accounting and investor relations, to the NorthStar Listed Companies and their subsidiaries other than NorthStar Realty’s CRE loan origination business. The management agreements with the NorthStar Listed Companies provides for a base management fee and incentive fee. The management agreements with NorthStar Realty and NorthStar Europe provide that in the event of a change of control or other event that could be deemed an assignment by the Company of the management agreement, NorthStar Realty and NorthStar Europe, respectively, will consider such assignment in good faith and not unreasonably withhold, condition or delay its consent. The management agreements further provide that NorthStar Realty and NorthStar Europe, respectively, anticipate consent would be granted for an assignment or deemed assignment to a party with expertise in commercial real estate and $10 billion of assets under management. The management agreements also provide that, notwithstanding anything in the agreement to the contrary, to the maximum extent permitted by applicable law, rules and regulations, in connection with any merger, sale of all or substantially all of the assets, change of control, reorganization, consolidation or any similar transaction of the Company, on the one hand, or NorthStar Realty or NorthStar Europe, on the other hand, directly or indirectly, the surviving entity will succeed to the terms of the management agreement. In connection with the NRE Spin-off, the Company’s management agreement with NorthStar Realty was amended and restated in connection with the NRE Spin-off to, among other things, adjust the annual base management fee and incentive fee hurdles for the NRE Spin-off. Base Management Fee and Incentive Fee The following table presents a summary of the fee arrangements and amounts earned from the NorthStar Listed Companies: NorthStar Realty NorthStar Europe Commencement date July 1, 2014 November 1, 2015 Current in place annual base management fee (1)(2) $186 million $14 million Incentive fee hurdle to CAD per share (3) 15% Excess of $0.68 and up to $0.78 (4) Excess of $0.30 and up to $0.36 25% Excess of $0.78 (4) Excess of $0.36 Base management fee Period ended December 31, 2015 (5) $190.0 million $2.3 million Six months ended December 31, 2014 $79.4 million — Incentive fee Period ended December 31, 2015 (5) $8.7 million — Six months ended December 31, 2014 $3.3 million — __________________ (1) As of February 26, 2016. (2) The base management fee will increase by an amount equal to 1.5% per annum of the sum of: the cumulative net proceeds of all future common equity and preferred equity issued, equity issued in exchange or conversion of exchangeable senior notes or stock-settlable notes based on the stock price at the date of issuance and any other issuances of common equity, preferred equity or other forms of equity, including but not limited to limited partnership interests in the NorthStar Realty or NorthStar Europe operating partnerships, which are structured as profits interests, or LTIP Units (excluding equity-based compensation, but including issuances related to an acquisition, investment, joint venture or partnership) by the NorthStar Listed Companies and cumulative cash available for distribution (“CAD”) of the NorthStar Listed Companies, in excess of cumulative distributions paid on common stock, LTIP units or other equity awards beginning the first full calendar quarter after the NSAM Spin-off and NRE Spin-off, respectively. In addition, 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 million minimum annual base amount. (3) The incentive fee is calculated by the product of 15% or 25% and CAD before such incentive fee, divided by the weighted average shares outstanding for the calendar quarter, when such amount is within a certain hurdle multiplied by the weighted average shares outstanding of the NorthStar Listed Companies for the calendar quarter. Weighted average shares represent the number of shares of the NorthStar Listed Companies’ common stock, LTIP Units or other equity-based awards (with some exclusions), outstanding on a daily weighted average basis. (4) After giving effect to NorthStar Realty’s reverse stock split and the NRE Spin-off. (5) Represents fees earned for the year ended December 31, 2015 for NorthStar Realty and for the two months ended December 31, 2015 for NorthStar Europe. Payment of Costs and Expenses and Expense Allocation The NorthStar Listed Companies are each responsible for all of their direct costs and expenses and will reimburse the Company for costs and expenses incurred by the Company on their behalf. In addition, the Company may allocate indirect costs to the NorthStar Listed Companies related to employees, occupancy and other general and administrative costs and expenses in accordance with the terms of, and subject to the limitations contained in, the applicable NorthStar Listed Company’s management agreements with the Company (the “G&A Allocation”). The Company’s management agreements with the NorthStar Listed Companies each provide that the amount of the G&A Allocation will not exceed the following: (i) 20.0% of the combined total of: (a) the NorthStar Listed Companies’ general and administrative expenses as reported in their consolidated financial statements excluding (1) equity-based compensation expense, (2) non-recurring items, (3) fees payable to the Company under the terms of the applicable management agreement and (4) any allocation of expenses from the Company to the NorthStar Listed Companies (“NorthStar Listed Companies’ 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 Listed Companies’ G&A. The G&A Allocation may include the applicable NorthStar Listed Company’s allocable share of the Company’s compensation and benefit costs associated with dedicated or partially dedicated personnel who spend all or a portion of their time managing such NorthStar Listed Company’s affairs, based upon the percentage of time devoted by such personnel to such NorthStar Listed Company’s affairs. The G&A Allocation may also include rental and occupancy, technology, office supplies, travel and entertainment and other general and administrative costs and expenses also allocated based on the percentage of time devoted by personnel to such NorthStar Listed Companies’ affairs. In addition, each NorthStar Listed Company 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. Following the NRE Spin-off, as provided in the Company’s management agreements with each NorthStar Listed Company, such NorthStar Listed Company’s obligations to reimburse the Company for the G&A Allocation and any severance are shared among the NorthStar Listed Companies, at the Company’s discretion, and the 20% cap on the G&A Allocation, as described above, applies on an aggregate basis to the NorthStar Listed Companies. The Company currently determined to allocate these amounts based on total investments. Pursuant to the management agreements with NorthStar Realty and NorthStar Europe, NorthStar Realty together with NorthStar Europe and any company spun-off from NorthStar Realty or NorthStar Europe, are obligated to pay directly or reimburse the Company for up to 50% of any long-term bonus or other compensation that the Company’s compensation committee determines shall be paid and/or settled in the form of equity and/or equity-based compensation to executives, employees and service providers of the Company during any year. In accordance with these agreements, NorthStar Realty and NorthStar Europe were responsible for paying 50% of the 2015 long-term bonuses earned under the NSAM Bonus Plan. The following table presents a summary of costs allocated to the NorthStar Listed Companies (dollar in thousands): Year Ended December 31, 2015 (1) Six Months Ended December 31, 2014 (1) NorthStar Realty $ 9,960 $ 5,200 NorthStar Europe 350 (2) — Total (3) $ 10,310 $ 5,200 __________________ (1) The management agreement commenced on July 1, 2014 with NorthStar Realty and November 1, 2015 with NorthStar Europe. (2) Represents the period from the NRE Spin-off (October 31, 2015) to December 31, 2015. (3) The Company records the allocation as a reduction of general and administrative expenses in its consolidated statements of operations. As of December 31, 2015 , $3.9 million is recorded in receivables, related parties, net on the consolidated balance sheets. Sponsored Companies The following table presents a summary of the fee arrangements with the current Sponsored Companies, which registration statements have been declared effective: NorthStar Real Estate Income Trust, Inc. (“NorthStar Income”); NorthStar Healthcare Income, Inc. (“NorthStar Healthcare”); NorthStar Real Estate Income II, Inc. (“NorthStar Income II”); NorthStar/RXR New York Metro Real Estate, Inc. (“NorthStar/RXR New York Metro”); and NorthStar Corporate Income Fund (“NorthStar Corporate Fund”): NorthStar NorthStar NorthStar NorthStar/RXR NorthStar Income Healthcare Income II New York Metro (9) Corporate Fund Offering amount (1) $1.2 billion $2.1 billion (8) $1.65 billion (10) $2.0 billion (10) $3.2 billion (13) Total capital raised through February 23, 2016 (2) $1.2 billion $1.8 billion $918.2 million $2.2 million (11) (14) Total investments as of December 31, 2015 $1.8 billion $3.4 billion $1.5 billion N/A N/A Primary strategy CRE Debt Healthcare Equity and Debt CRE Debt New York Metro Area CRE Equity and Debt Middle Market Non-real Estate Business Loans and Securities Primary offering period Completed July 2013 Completed January 2016 (8) Ends May 2016 Ends February 2017 (12) Ends March 2017 (12) 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 N/A Acquisition fees (4) 1.00% of investments 2.25% for real estate properties 1.00% of investments 2.25% for real estate properties N/A 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 N/A 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 (15) Management fee N/A N/A N/A N/A 2.0% of average gross assets (16) ________________ (1) Represents amount of shares registered to offer pursuant to each Sponsored Company’s public offering, distribution reinvestment plan and follow-on public offering. (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 earns its proportionate interest (refer to Note 6). (8) NorthStar Healthcare successfully completed its public offering on February 2, 2015 by raising $1.1 billion in capital and its follow-on public offering on January 19, 2016 by raising $0.7 billion in capital. (9) Any asset management and other fees incurred by NorthStar/RXR New York Metro will be shared equally between the Company and RXR Realty, as co-sponsors. (10) In October 2015, NorthStar/RXR New York Metro and NorthStar Income II each filed an amended registration statement with the SEC to offer an additional class of common shares. On October 16, 2015, NorthStar Income II’s registration statement was declared effective by the SEC. On November 12, 2015, NorthStar/RXR New York Metro’s registration statement was declared effective by the SEC. (11) In December 2015, NorthStar Realty and RXR Realty satisfied NorthStar/RXR New York Metro’s minimum offering amount through the purchase of 0.2 million shares of NorthStar/RXR New York common stock for $2.0 million in the aggregate. NorthStar/RXR New York Metro began raising capital in the beginning of 2016. (12) Offering period subject to extension as determined by the board of directors of each Sponsored Company. (13) Offering is for two feeder funds in a master feeder structure. (14) The Company expects to begin raising capital for NorthStar Corporate Fund in early 2016. (15) Calculated based on 100% of the net investment income before such incentive fee when such hurdle rate exceeds 7.00% but less than 8.75% plus 20% when such amount is equal to or in excess 8.75% . (16) Calculated excluding cash and cash equivalents. The following table presents a summary of asset management and other fees earned by the Company from the current Sponsored Companies which are effective (dollar in thousands): Years Ended December 31, (1) 2015 2014 2013 NorthStar NorthStar NorthStar NorthStar NorthStar NorthStar NorthStar NorthStar NorthStar Income Healthcare Income II Income Healthcare Income II Income Healthcare Income II Asset management fees $ 23,964 $ 19,021 $ 11,295 $ 21,969 $ 3,406 $ 2,600 $ 13,599 $ 101 $ 21 Acquisition fees 451 38,747 9,504 8,176 21,206 5,166 10,198 1,346 165 Disposition fees 3,316 113 528 2,456 — — 1,203 — — Total $ 27,731 $ 57,881 $ 21,327 $ 32,601 $ 24,612 $ 7,766 $ 25,000 $ 1,447 $ 186 __________________ (1) The Company expects to begin earning fees from NorthStar/RXR New York Metro and NorthStar Corporate Fund in early 2016. Pursuant to each of the advisory agreements with the 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 the decision on a case by case basis. In addition to the Sponsored Companies described above, the Company is sponsoring the following additional companies: • NorthStar Real Estate Capital Income Fund (“NorthStar Capital Fund”) filed an amended registration statement on Form N-2 with the SEC in February 2016. NorthStar Capital Fund seeks to raise up to $3.2 billion in a public offering of common stock of two feeder funds through a master fund that will be making the investment. NorthStar Capital Fund is structured as a non-traded non-diversified, closed-end management investment company that is registered under the Investment Company Act. NorthStar Capital Fund intends to invest in a diversified portfolio of real estate and real estate-related investments, including CRE debt, select CRE equity investments and CRE securities. • NorthStar Corporate Investment, Inc. (“NorthStar Corporate Investment”) confidentially submitted an amended registration statement on Form N-2 to the SEC in June 2015. NorthStar Corporate Investment seeks to raise up to $1.0 billion in a public offering of common stock. NorthStar Corporate Investment 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 (the “Investment Company Act”). NorthStar Corporate Investment intends to invest in senior and subordinate loans to middle-market companies. NorthStar Corporate Investment and NorthStar Corporate Fund intend 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 their sub-advisor to manage investments and oversee operations. Any asset management and other fees paid by NorthStar Corporate Investment and NorthStar Corporate Fund will be shared between the Company and OZ Credit Management, as co-sponsors. 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, pursuant to the management agreement between the Company and NorthStar Realty, 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 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. For the year ended December 31, 2015, NorthStar Realty and RXR Realty purchased 0.2 million shares of NorthStar/RXR New York Metro common stock for $2.0 million in the aggregate. The distribution support agreement related to NorthStar Corporate Fund is an obligation of both NorthStar Realty and Och-Ziff, where each agreed to purchase up to an aggregate of $10.0 million in common stock, of which $1.0 million was contributed by each as seed capital, during the two -year period following commencement of the offering, with NorthStar Realty and Och-Ziff agreeing to equally purchase any shares. The distribution support agreement related to NorthStar Capital Fund is an obligation of NorthStar Realty to purchase up to an aggregate of $10.0 million in common stock, of which $2.0 million will be contributed as seed capital, during the two -year period following commencement of the offering. 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, which are effective: NorthStar Income NorthStar Healthcare NorthStar Income II NorthStar/RXR New York Metro NorthStar Corporate Fund (5) 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) $15.0 million, or 1.0% 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) $32.0 million, or 1.0% 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) N/A __________________ (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. (5) Includes the reimbursement of certain administrative services based on factors such as total assets, revenues or other reasonable methods. The following table presents a summary of indirect operating costs allocated to the current Sponsored Companies, which are effective (dollars in thousands): Years Ended December 31, (2) 2015 $ 36,564 2014 (1) 24,000 2013 (1) 12,500 ________________________ (1) The six months ended December 31, 2014 and year ended December 31, 2013 represents the periods prior to the NSAM Spin-off. (2) The Company records the allocation as a reduction of general and administrative expenses in its consolidated statements of operations. The following table presents receivables, related parties on the consolidated balance sheets as of December 31, 2015 and 2014 (dollars in thousands): December 31, 2015 2014 NorthStar Listed Companies: Base management fee $ 49,769 $ 41,395 Incentive fee — 2,000 Subtotal NorthStar Listed Companies fees (5) 49,769 43,395 Sponsored Companies: Fees (1) 446 245 Other receivables 37,236 29,319 Subtotal Sponsored Companies (2) 37,682 29,564 Other (3) 6,358 4,667 Total (4) $ 93,809 $ 77,626 ________________________ (1) Includes $0.4 million of acquisition fees due from NorthStar Healthcare as of December 31, 2015. (2) As of December 31, 2015 and 2014, the Company had unreimbursed costs from the Sponsored Companies of $33.7 million and $26.9 million , respectively, recorded as receivables, related parties on the consolidated balance sheets. (3) Includes direct and indirect costs due from the NorthStar Listed Companies. (4) Subsequent to December 31, 2015 , the Company received $53.6 million from the Managed Companies. (5) The Company began earning fees on July 1, 2014 with NorthStar Realty and November 1, 2015 with NorthStar Europe. In addition, prior to the NSAM Spin-off, NorthStar Realty granted various non-executive personnel who were performing services for NorthStar Securities and its affiliates an interest in NorthStar Income’s initial advisor and its special unitholder affiliate, which may have entitled such personnel to participate in a portion of the advisory and incentive fees earned by such advisor and its special unitholder affiliate, if any. These non-executive personnel were only entitled to participate in the advisory and incentive fees after, among other things, NorthStar Securities has recovered its expenses and achieved certain return thresholds. For the year ended December 31, 2015, the Company incurred a $8.1 million one-time buyout in satisfaction of all participating interests related to NorthStar Income. Selling Commission and Dealer Manager Fees and Commission Expense Selling commission and dealer manager fees represent fees earned for selling equity in the Sponsored Companies through NorthStar Securities. The Sponsored Companies offer various share class structures which have a range of selling commissions and dealer manager fees generally as follows: • Class A shares: selling commissions of up to 7% of gross offering proceeds raised and dealer manager fee of up to 3% of gross offering proceeds raised. • Class T shares: selling commissions of up to 2% of gross offering proceeds raised and dealer manager fee of up to 2.75% of gross offering proceeds raised. A portion of the dealer manager fees may be reallowed to participating broker-dealers and paid to certain employees of NorthStar Securities. The Company is currently introducing additional share classes to the Sponsored Companies that will differ from the Class A and Class T shares describe above. Commission expense represents fees to participating broker-dealers with whom we have selling agreements to raise capital for our Sponsored Companies and commissions to employees of NorthStar Securities. The following table summarizes selling commission and dealer manager fees, commission expense and net commission income for the years ended December 31, 2015 , 2014 and 2013 (dollar in thousands): Years Ended December 31, 2015 2014 2013 Selling commission and dealer manager fees $ 126,907 $ 110,563 $ 62,572 Commission expense (1) 117,390 104,428 57,325 Net commission income (2) $ 9,517 $ 6,135 $ 5,247 ________________________ (1) Includes selling commission expense to NorthStar Securities employees. For the years ended December 31, 2015 , 2014 and 2013 , the Company paid $14.0 million , $7.8 million and $5.4 million , respectively. (2) 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 years ended December 31, 2015 , 2014 and 2013, the Company earned $0.9 million , $0.8 million and $0.7 million of special servicing fees, respectively. |
Investments in Unconsolidated V
Investments in Unconsolidated Ventures | 12 Months Ended |
Dec. 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 currently accounted for under the equity method. The following table summarizes the Company’s investments in unconsolidated ventures as of December 31, 2015 and 2014 and the Company’s equity in earnings (losses) of unconsolidated ventures for the year ended December 31, 2015 and the period from the respective acquisition date to December 31, 2014 (dollars in thousands): Carrying Value Year Ended December 31, 2015 Acquisition Date Ownership Interest December 31, Operating Income (Loss) Amortization of Equity-Based Compensation Depreciation and Amortization Expense Equity in Earnings (Loss) Investment 2015 2014 AHI Interest (1) Dec-14 43% $ 45,581 $ 50,835 $ 9,204 $ (2,004 ) $ (9,052 ) $ (1,852 ) Distributed Finance (2) Jun-14 50% 2,679 $ 3,645 (966 ) — — (966 ) Island Interest (3) Jan-15 45% 39,809 — 6,200 — (1,757 ) 4,443 Total $ 88,069 $ 54,480 $ 14,438 $ (2,004 ) $ (10,809 ) $ 1,625 Acquisition Date to December 31, 2014 Operating Income (Loss) Amortization of Equity-Based Compensation Depreciation and Amortization Expense Equity in Earnings (Loss) Investment AHI Interest $ 331 $ (260 ) $ (755 ) $ (684 ) Distributed Finance (355 ) — — (355 ) Total $ (24 ) $ (260 ) $ (755 ) $ (1,039 ) _________________ (1) 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. (2) 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. In January 2016, the Company invested $1.0 million in Distributed Finance in the form of convertible debt. (3) 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 (which vested immediately). 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. Summarized Financial Information The combined balance sheets for the unconsolidated ventures as of December 31, 2015 and 2014 are as follows (dollars in thousands): As of December 31, 2015 2014 Total assets $ 193,720 $ 103,590 Total liabilities 15,098 1,624 Non-controlling interests 2,390 604 Total equity 178,622 101,966 The combined statements of operations for the unconsolidated ventures from the respective acquisition date through December 31, 2015 and 2014 are as follows (dollars in thousands): Acquisition Date to December 31, 2015 (2) 2014 (1) Total revenues $ 76,703 $ 2,158 Total expenses 56,128 2,829 Net income (loss) 20,575 (671 ) Net (income) loss attributable to non-controlling interests (12,994 ) (601 ) Net income (loss) attributable to unconsolidated ventures’ $ 7,581 $ (1,272 ) ___________________________________________________________ (1) Includes AHI from acquisition date (December 5, 2014) to December 31, 2014. (2) Includes Island from acquisition date (January 9, 2015) to December 31, 2015 and AHI for the year ended December 31, 2015. |
Borrowings
Borrowings | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings Corporate Facilities In November 2015, in connection with the Townsend acquisition, the Company simultaneously obtained a commitment for a $500.0 million term loan and entered into a $100.0 million revolving credit agreement (the “Revolving Credit Facility”), both of which were used to fund the transaction and for general corporate purposes, including repurchases of the Company’s common stock. The Revolving Credit Facility had a six -month term and aggregate principal amount and carrying value of $100.0 million as of December 31, 2015 , with an interest rate of LIBOR, subject to a floor of 0.75% , plus 3.25% . The Revolving Credit Facility matures on April 15, 2016 and may be prepaid at any time without premium or penalty, subject to customary breakage costs. As of December 31, 2015 , the Revolving Credit Facility was fully drawn. Upon the closing of Townsend, the Company entered into the $500.0 million term loan and used the proceeds to repay the Revolving Credit Agreement and for general corporate purposes. The Revolving Credit Facility is guaranteed by the Company and certain domestic subsidiaries of the Company and secured by substantially all of the assets of the Company. The fair value of the Revolving Credit Facility as of December 31, 2015 is approximately $100.0 million which reflects carrying value. Such fair value measurements are based on observable inputs or quoted prices for similar liabilities in an active market, and as such, are classified as Level 2 of the fair value hierarchy. The Revolving Credit Facility related agreements contain representations, warranties, covenants, conditions precedent to funding, events of default and indemnities that are customary for agreements of these types. |
Related Party Arrangements
Related Party Arrangements | 12 Months Ended |
Dec. 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. From inception to date, the Company incurred $3.0 million to NorthStar Realty for services in connection with loan origination opportunities, which represents $1.4 million for the year ended December 31, 2015 and $1.6 million for the six months ended December 31, 2014. 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 CRE debt. Credit Agreement In connection with the NSAM 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 December 31, 2015 , the Company had no borrowings outstanding under the credit agreement. NorthStar Realty Shares In the fourth quarter 2015, the Company purchased 2.7 million shares of NorthStar Realty in the open market for $50.0 million (the “NorthStar Realty Shares”). The fair value of the NorthStar Realty Shares as of December 31, 2015 is $46.2 million and is recorded in securities, fair value on the consolidated balance sheets. For the year ended December 31, 2015, the Company recorded $3.8 million of unrealized loss relating to the NorthStar Realty Shares. Recent Sales or Commitments to Sell to Sponsored Companies Subsequent to year end, NorthStar Realty entered into agreements to sell certain assets to the Sponsored Companies. The board of directors of each Sponsored Company, including all of the independent directors, approved of the respective transactions after considering, among other matters, third party pricing support. 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 NSAM 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 years ended December 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. On December 17, 2015, in connection with NorthStar Healthcare’s follow-on public offering, the Company issued 139,473 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”) and third party assets, representing $7.5 billion , of which $5.5 billion is owned by NorthStar Realty and NorthStar Healthcare. 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. For the year ended December 31, 2015 the Company incurred $1.2 million of base management fees to AHI, which is recorded in other expenses in the consolidated statements of operations. Also, AHI provides certain asset management, property management and other services to NorthStar Realty to assist in managing its properties. For the year ended December 31, 2015 and the period from acquisition date (December 8, 2014) to December 31, 2014, NorthStar Realty incurred $1.7 million and $0.2 million , respectively, of property management fees to AHI. In April 2015, Griffin-American Healthcare REIT III, Inc., a vehicle managed by an affiliate of AHI, distributed shares of its common stock to the members of AHI Ventures, of which the Company received 0.2 million shares in connection with the distribution, which is recorded in other assets on the consolidated balance sheets. Island Venture Island is a leading, independent select service hotel management company that currently manages 160 hotel properties, representing $4.1 billion , of which 110 hotel properties totaling $2.3 billion , 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. For the period from acquisition date (January 9, 2015) to December 31, 2015 , NorthStar Realty incurred $16.6 million of base management and other fees to Island. 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 27% equity interest. NorthStar Realty’s equity interest in RXR Realty is structured so that the Company is entitled to certain fees in connection with RXR Realty’s investment management business. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Obligations Under Lease Agreements The Company is the lessee of eight offices located in New York, New York, Denver, Colorado, Dallas, Texas, Bethesda, Maryland, Los Angeles, California, London, United Kingdom, Senningerberg, Luxembourg and Pembroke, Bermuda. The following table presents minimum future rental payments under these contractual lease obligations as of December 31, 2015 (dollars in thousands): Years Ending December 31: 2016 $ 5,454 2017 3,911 2018 1,395 2019 714 Total minimum lease payments $ 11,474 The Company incurred $4.5 million in rental expense for the year ended December 31, 2015 , which is recorded in other general and administrative expenses in the consolidated statements of operations. Litigation The Company may be involved in various litigation matters arising in the ordinary course of its business. Although the Company is unable to predict with certainty the eventual outcome of any litigation, in the opinion of management, the legal proceedings are not expected to have a material adverse effect on the Company’s financial position or results of operations. Other Effective July 1, 2014, in connection with the NSAM Spin-off, the Company adopted the NSAM 401(k) Retirement Plan (the “401(k) Plan”) for its employees. Eligible employees under the 401(k) Plan may begin participation on the first day of the month after they have completed 30 days of employment. The Company’s matching contribution is calculated as 100% of the first 3% and 50% of the next 2% of participant’s eligible earnings contributed (utilizing earnings that are not in excess of the amount established by the Internal Revenue Service). The Company’s aggregate matching contribution for the years ended December 31, 2015 and 2014 was $1.3 million and $0.2 million , respectively, which is recorded in general and administrative expenses in the consolidated statements of operations. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Share-based Compensation [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation Impact of the Spin-offs 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 NSAM Spin-off remained outstanding following the NSAM Spin-off. Appropriate adjustments were made to all awards to reflect the impact of NorthStar Realty’s reverse stock split and the NSAM Spin-off, as described below. NorthStar Realty’s equity awards outstanding at the time of the NSAM Spin-off, including LTIP Units converted to common shares in connection with NorthStar Realty’s internal corporate reorganization, were adjusted to relate 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 NSAM Spin-off. Vesting conditions for outstanding awards were adjusted to reflect the impact of the NSAM 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 NSAM Spin-off) that remain subject to vesting after the NSAM 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 NSAM Spin-off, are herein referred to as restricted stock. Deferred LTIP Units outstanding immediately prior to the NSAM Spin-off were equity awards issued by NorthStar Realty represented the right to receive LTIP Units in NorthStar Realty’s successor operating partnership or shares of NorthStar Realty common stock (subject to the same vesting conditions). On March 13, 2015, such Deferred LTIP Units were 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 NSAM Spin-off, NorthStar Realty and the compensation committee of its board of directors (the “NorthStar Realty Compensation Committee”) continue 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 and the Company is obligated to make cash payments with respect to dividend or distribution equivalent obligations relating to such shares 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 NSAM Spin-off, most of NorthStar Realty’s employees at the time of the NSAM 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 NSAM 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 NSAM Spin-off and is administered by the Company’s compensation committee following the NSAM 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 NSAM 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 of the Company and NorthStar Realty 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 1,307,204 of the Performance RSUs, Absolute RSUs and Relative RSUs (net of forfeitures occurring prior to December 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 of the Absolute RSUs and Relative RSUs 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) were subject to vesting in equal installments on December 31, 2015, 2016 and 2017, subject to continued employment. In connection with the vesting of these shares, on December 31, 2015 and 2014, the Company retired 370,943 and 392,157 , respectively, 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 NSAM Spin-off and is administered by the Company’s compensation committee following the NSAM Spin-off. Prior to the NSAM 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. 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 of the Company and NorthStar Realty and capital raising of the Sponsored Companies in 2014 and were paid in shares of the Company’s common stock that were subject to vesting in equal installments 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 that were 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% vested immediately and the remainder (in the form of restricted stock) was subject to vesting in equal installments on December 31, 2015 , 2016 and 2017, subject to continued employment. In connection with the vesting of these shares, on December 31, 2015 and 2014, the Company retired 100,455 and 108,198 , respectively, 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 627,831 shares of common stock, net of forfeitures through December 31, 2015 , to certain non-executive employees, subject to time based vesting conditions through January 29, 2018. In the first quarter 2015, the Company’s 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 2015 under the NSAM Bonus Plan. Long-term bonuses for 2015 were paid in equity-based awards of the Company, NorthStar Realty and NorthStar Europe, subject to performance-based and time-based vesting conditions over the four -year performance period from January 1, 2015 through December 31, 2018. In February 2016, 31.65% of these long-term bonuses were paid by the Company by issuing 1,719,545 restricted shares of common stock to the Company’s executive officers, of which 25% were vested upon grant and the remainder is subject to vesting in equal installments on December 31, 2016, 2017 and 2018, subject to the recipient’s continued employment through the applicable vesting dates. The issuance of these restricted shares was subject to the achievement of performance-based hurdles relating to CAD of the Company, NorthStar Realty and NorthStar Europe or capital raising of the Sponsored Companies in 2015. In connection with the issuance of these shares, in February 2016, the Company retired 226,745 of the vested shares of common stock to satisfy the minimum statutory withholding requirements. In addition, in February 2016, 18.35% of these long-term bonuses are performance-based awards that were paid by the Company by issuing 996,957 shares of performance common stock to the Company’s executive officers, which are subject to vesting based on the Company’s absolute total stockholder return, CAD and continued employment over the four -year period ending December 31, 2018. 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 2016, the Company granted 831,049 restricted shares of common stock to certain of its non-executive employees, with substantially similar terms to the executive awards subject to time-based vesting conditions. The remaining approximately 50% of long-term bonuses paid to executives and non-executive employees are being paid by NorthStar Realty and NorthStar Europe. NorthStar Realty Equity Plans In connection with the NSAM Spin-off, the Company issued the following related to the NorthStar Realty Equity Plans that remain outstanding as of December 31, 2015 : 152,932 shares of restricted stock, net of forfeitures, which remain subject to vesting; 1,126,436 LTIP Units, net of forfeitures and conversions, of which 450,817 remain subject to vesting; and 500,371 RSUs related to executives only, 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. On December 31, 2015, the performance hurdle for an incremental 704,839 of RSUs was met pursuant to NorthStar Realty’s bonus plan for 2012. To settle these RSUs, on January 4, 2016 the Company issued 362,006 shares of common stock, net of the minimum statutory tax withholding requirements. 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 in 2014, which vest on January 22, 2019, unless certain conditions are met. In connection with the NSAM 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. In December 2015 and January 2016, in connection with the completion of a public offering by NorthStar Healthcare and the services Mr. Flaherty provides to the Healthcare Strategic Partnership, the Company issued an aggregate of 140,000 incremental RSUs to Mr. Flaherty, of which 139,473 vest on December 17, 2018 and 527 vest on January 19, 2019, 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 year ended December 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. Townsend In connection with the Company’s acquisition of its interest in Townsend, in February 2016, the Company granted 658,330 shares of common stock to certain members of Townsend’s management team who own the remaining interest in Townsend, subject to time-based vesting conditions through December 31, 2020. Summary As of December 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 year ended December 31, 2014 includes: (i) the Company’s results of operations for the six months ended December 31, 2014 , which represents the activity following the NSAM Spin-off; and (ii) the Company’s results of operations for the six months ended June 30, 2014, which represents a carve-out of its historical financial information including revenues and expenses attributable to the Company, related to NorthStar Realty’s historical asset management business. Equity-based compensation expense for the year ended December 31, 2013 was prepared on the same basis as the six months ended June 30, 2014. The allocation is based on an estimate had NorthStar Realty’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. The following table presents equity-based compensation expense for the years ended December 31, 2015 , 2014 and 2013 (dollars in thousands): Time-Based Awards Performance-Based Awards Total Years Ended December 31, Years Ended December 31, Years Ended December 31, 2015 2014 2013 2015 2014 2013 2015 2014 2013 NSAM spin grants (1) $ 15,474 $ 16,923 $ — $ 14,946 $ 7,581 $ — $ 30,420 $ 24,504 $ — NSAM bonus plan 9,661 4,655 — 2,992 — — 12,653 4,655 — NorthStar Realty bonus plan (2) 9,365 13,105 (3) 3,928 3,878 9,262 1,249 13,243 22,367 (3) 5,177 (3) Grants to non-employees 1,152 124 — — — — 1,152 124 — Total $ 35,652 $ 34,807 $ 3,928 $ 21,816 $ 16,843 $ 1,249 $ 57,468 $ 51,650 $ 5,177 __________________ (1) Represents equity-based compensation expense for one-time grants issued related to the NSAM Spin-off. Certain awards had performance-based conditions which were met upon issuance, and accordingly, are included in time-based awards as they are only currently subject to continued employment conditions. (2) Represents equity-based compensation expense related to annual grants issued by NorthStar Realty prior to the NSAM Spin-off. (3) The year ended December 31, 2014 includes an allocation of equity-based compensation expense prior to the NSAM Spin-off of $13.7 million for the six months ended June 30, 2014. The year ended December 31, 2013 represents an allocation of equity-based compensation expense prior to the NSAM Spin-off of $5.2 million . The following table presents a summary of LTIP Units and unvested restricted stock. The balance as of December 31, 2015 represents LTIP Units whether vested or not that are outstanding and unvested shares of restricted stock (grants in thousands): Year Ended December 31, 2015 Restricted Stock (2) LTIP Units Total Grants Weighted January 1, 2015 4,104 1,135 (1) 5,239 $ 20.18 New grants 814 666 1,480 23.11 Conversions — (7 ) (7 ) 15.51 Vesting of restricted stock post-spin (1,619 ) — (1,619 ) 17.15 Forfeited or canceled grants (31 ) (2 ) (33 ) 20.08 December 31, 2015 3,268 1,792 5,060 $ 22.02 ___________________ (1) Represents Deferred LTIP Units that settled into LTIP Units on March 13, 2015. (2) Represents restricted stock included in common stock, of which 0.2 million shares is related to NorthStar Realty pre-spin. As of December 31, 2015 , equity-based compensation expense to be recognized over the remaining vesting period through December 2019 is $92.0 million , provided there are no forfeitures. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity NSAM Spin-off In connection with the NSAM 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. The stock vests annually over three years. In May 2015, the Company issued 33,444 shares of restricted stock with a fair value at the date of grant of $0.7 million to its non-employee directors in connection with their re-election to the Company’s board of directors as part of their annual grants. The stock vested immediately. Performance Common Stock The Company is currently authorized to issue 1.6 billion shares of capital stock, of which 500 million shares are 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. Share Repurchase In April 2015, the Company’s board of directors authorized the repurchase of up to $400 million of its outstanding common stock. The authorization expires in April 2016, unless otherwise extended by the Company’s board of directors. As of December 31, 2015 , the Company repurchased 7.8 million shares of its common stock for approximately $105.2 million . Call Spread In September 2015, the Company entered into a call spread transaction (the “Call Spread”) with a third-party counterparty related to its share repurchase program. In connection with the Call Spread, certain subsidiaries of the Company purchased and sold a call option on the Company’s common stock with a notional amount of $100.0 million with various expiration dates beginning in December 2018 and a final maturity date in February 2019. The obligation to the counterparty under the sold call option are guaranteed by the Company. In October 2015, the Company paid a net premium of $16.0 million , which is recorded as a reduction in paid-in capital. At its election, the Company can exercise the purchased call option on a cash basis, share basis or a net share basis. Upon exercise, the net value of the consideration is identical and can range from zero to approximately $40.0 million , depending upon the market price per share of the Company’s common stock at the time. In the event there is an early unwind of one or more components of the Call Spread, the amount of cash to be received or paid by the Company will depend upon the Company’s market price of the Company’s common stock and the remaining term of the Call Spread. The number of shares and the strike prices are subject to customary adjustments. 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 NSAM Spin-off on June 30, 2014. The Company presents common shares issued in connection with the NSAM Spin-off as if it had been outstanding for all periods presented, similar to a stock split. The following table presents EPS for the years ended December 31, 2015 , 2014 and 2013 (dollars and shares in thousands, except per share data): Years Ended December 31, 2015 2014 2013 Numerator: Net income (loss) attributable to NorthStar Asset Management Group Inc. common stockholders $ 119,794 $ 19,100 $ (1,995 ) Less: Earnings (loss) allocated to unvested participating securities (4,253 ) (190 ) — Numerator for basic income (loss) per share 115,541 18,910 (1,995 ) Add: Undistributed earnings allocated to participating nonvested shares 1,594 — — Less: Undistributed earnings reallocated to participating nonvested shares (1,457 ) — — Net income (loss) attributable to LTIP Units non-controlling interests 953 — — Numerator for diluted income (loss) per share $ 116,631 $ 18,910 $ (1,995 ) Denominator: Weighted average number of shares of common stock 188,706 187,853 187,816 Incremental diluted shares 4,413 2,588 — Weighted average number of diluted shares (1) 193,119 190,441 187,816 Earnings (loss) per share: Basic $ 0.61 $ 0.10 $ (0.01 ) Diluted $ 0.60 $ 0.10 $ (0.01 ) _______________________ (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 The following table presents dividends declared (on a per share basis) for the year ended December 31, 2015 : Common Stock Declaration Date Dividend Per Share February 25 $ 0.10 May 5 $ 0.10 August 4 $ 0.10 November 3 $ 0.10 |
Non-controlling Interests
Non-controlling Interests | 12 Months Ended |
Dec. 31, 2015 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interests | Non-controlling Interests Operating Partnership Non-controlling interests 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 interests on the accompanying consolidated balance sheets to account for the change in the ownership of the underlying equity in the Operating Partnership. On a quarterly basis, the carrying value of such non-controlling interest is allocated based on the number of LTIP Units held by Unit Holders in total in proportion to the number of LTIP Units in total plus the number of shares of common stock. 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 December 31, 2015 , 1,792,183 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 year ended December 31, 2015 was $1.0 million . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Subsequent to the NSAM Spin-off, the Company became subject to both domestic and international income tax, as such, there was no income tax benefit (expense) for the six months ended June 30, 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. The following table presents the income taxes benefit (expense) for the year ended December 31, 2015 and six months ended December 31, 2014 (dollars in thousands): Year Ended Six Months Ended December 31, 2015 December 31, 2014 (1) Current: U.S. federal $ (24,238 ) $ (2,516 ) U.S. state and local (3,856 ) (503 ) Non-U.S. (2,652 ) (1,934 ) Subtotal current (30,746 ) (4,953 ) Deferred: U.S. federal 7,530 2,293 U.S. state and local 943 458 Non-U.S. 404 580 Subtotal deferred 8,877 3,331 Income tax benefit (expense) $ (21,869 ) $ (1,622 ) __________________ (1) Subsequent to the NSAM Spin-off, the Company became subject to both domestic and international income tax, as such, there was no income tax benefit (expense) for the six months ended June 30, 2014. Deferred income taxes reflect the net tax effects of temporary differences that may exist between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes using enacted tax rates in effect for the year in which the differences are expected to reverse. The following table presents the tax effects of the temporary differences as of December 31, 2015 and 2014 (dollars in thousands): December 31, 2015 2014 Deferred tax asset Equity-based compensation $ 7,944 $ 3,006 Investments in unconsolidated ventures 3,846 149 Other 244 — Total deferred tax asset $ 12,034 $ 3,155 Deferred tax liability State tax deduction $ 811 $ — Intangible assets — 60 Other 343 — Total deferred tax liability $ 1,154 $ 60 The Company operates internationally and domestically through multiple operating subsidiaries. Each of the jurisdictions in which the Company operates has its own tax law and tax rate, where the tax rate outside the United States may be lower than the U.S. federal statutory income tax rate. The following table presents the reconciliation of the provision for income taxes (expense) benefit to the U.S. federal statutory income tax rate for the year ended December 31, 2015 and six months ended December 31, 2014 : Year Ended Six Months Ended December 31, 2015 December 31, 2014 (1) U.S. federal statutory income tax rate 35.0 % 35.0 % U.S. state and local income taxes 1.4 2.9 Change in valuation allowance — (21.3 ) Permanent items 4.5 4.4 Effect of foreign operations taxed at various rates (24.5 ) (17.9 ) Other (1.1 ) 0.1 Effective income tax rate 15.3 % 3.2 % __________________ (1) Subsequent to the NSAM Spin-off, the Company became subject to both domestic and international income tax, as such, there was no income tax benefit (expense) for the six months ended June 30, 2014. The Company considers the operating earnings of certain non-U.S. subsidiaries to be indefinitely reinvested outside the United States based on the Company’s current needs for those earnings to be reinvested offshore as well as estimates that future domestic cash generated from operations and/or borrowings will be sufficient to meet future domestic cash needs for the foreseeable future. No provision has been made for U.S. federal that may result from future remittances of the undistributed earnings of these foreign subsidiaries. For the year ended December 31, 2015 and six months ended December 31, 2014 , the cumulative undistributed earnings was $129.2 million and $30.1 million , respectively. The determination of the amount of such unrecognized tax liability is not practicable. Excess tax benefits are recognized upon actual realization of the related tax benefit. As of December 31, 2015 and 2014 , the Company recognized a windfall tax shortfall of $1.1 million and windfall tax benefit of $1.6 million , respectively, relating to equity-based compensation expense, which is a reduction to income tax payable and recorded in additional paid-in capital on the consolidated balance sheets. In the normal course of business, the Company is subject to examination by federal, state, local and foreign tax regulators. The normal statute of limitations started and the examination period opened with the initial filings of the 2014 federal, state, local and foreign tax returns. The guidance for accounting for uncertainty in income taxes prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company does not believe that it has any tax positions for which it is more likely than not that the total amounts of unrecognized tax benefits will significantly increase or decrease within the next twelve months. Furthermore, the Company does not have any material uncertain tax positions at December 31, 2015 . As of December 31, 2015 , the Company had no unrecognized tax benefits. The Company would record penalties and interest related to uncertain tax positions as a component of income tax expense, where applicable. |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information (Unaudited) | Quarterly Financial Information (Unaudited) The following presents selected quarterly information for the years ended December 31, 2015 and 2014 (dollars in thousands): Three Months Ended December 31, September 30, June 30, March 31, 2015 2015 2015 2015 Asset management and other fees, related parties $ 77,257 $ 78,994 $ 90,358 $ 61,379 Selling commission and dealer manager fees, related parties 39,543 29,104 28,337 29,923 Commission expense 36,379 26,978 26,338 27,695 Interest expense 778 — — — Total general and administrative expenses 44,403 40,970 41,962 31,868 Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) 22,251 37,785 50,177 30,778 Income (loss) before income taxes 24,712 37,729 50,267 29,908 Income tax benefit (expense) (5,701 ) 3,825 (12,055 ) (7,938 ) Net income (loss) $ 19,011 $ 41,554 $ 38,212 $ 21,970 Earnings (loss) per share: (1) Basic $ 0.10 $ 0.21 $ 0.19 $ 0.11 Diluted $ 0.10 $ 0.21 $ 0.19 $ 0.11 _________________ (1) The total for the year may differ from the sum of the quarters as a result of weighting. Three Months Ended December 31, September 30, June 30, March 31, 2014 2014 2014 (2) 2014 (2) Asset management and other fees, related parties $ 69,438 $ 56,521 $ 13,110 $ 8,669 Selling commission and dealer manager fees, related parties 49,553 27,149 19,313 14,548 Commission expense 47,039 25,691 18,138 13,560 Transaction costs — — 21,926 2,550 Total general and administrative expenses 43,500 32,719 14,850 15,503 Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) 27,408 24,905 (22,247 ) (8,305 ) Income (loss) before income taxes 26,443 24,831 (22,247 ) (8,305 ) Income tax benefit (expense) 4,465 (6,087 ) — — Net income (loss) 30,908 18,744 (22,247 ) (8,305 ) Earnings (loss) per share: (1) Basic $ 0.16 $ 0.10 $ (0.12 ) $ (0.04 ) Diluted $ 0.16 $ 0.10 $ (0.12 ) $ (0.04 ) __________________ (1) The total for the year may differ from the sum of the quarters as a result of weighting. (2) Represents a carve-out of revenues and expenses attributed to the Company related to NorthStar Realty’s historical asset management business. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 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 Listed Companies - Provide asset management and other services on a fee basis by managing the day-to-day activities of the NorthStar Listed Companies. The Company began earning fees from NorthStar Realty on July 1, 2014 and NorthStar Europe on November 1, 2015. • Sponsored Companies - Provide asset management and other services on a fee basis by managing the day-to-day activities of the Sponsored Companies. • 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. In addition, includes opportunistic investments, such as the Company’s recent purchase of NorthStar Realty’s common stock. The consolidated financial statements for the year ended December 31, 2015 represent the Company’s results of operations following the NSAM Spin-off on June 30, 2014. The year ended December 31, 2014 includes: (i) the Company’s results of operations for the six months ended December 31, 2014 , which represents the activity following the NSAM Spin-off; and (ii) the Company’s results of operations for the six months ended June 30, 2014, which represents a carve-out of its historical financial information including revenues and expenses attributable to the Company, related to NorthStar Realty’s historical asset management business. The year ended December 31, 2013 was prepared on the same basis as the six months ended June 30, 2014. 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 years ended December 31, 2015 , 2014 and 2013 (dollars in thousands): Statement of Operations: Year ended December 31, 2015 NorthStar Listed Companies Sponsored Broker Dealer (1) Direct Investments Corporate/Other Total Asset management and other fees, related parties $ 201,049 $ 106,939 $ — $ — $ — $ 307,988 Selling commission and dealer manager fees, related parties — — 126,907 — — 126,907 Commission expense — — 117,390 — — 117,390 Interest expense — — — — 778 778 Salaries and related expense — — 7,786 — 60,563 68,349 Equity-based compensation expense — — 2,418 — 55,050 57,468 Other general and administrative expenses — — 6,655 — 26,731 33,386 Equity in earnings (losses) of unconsolidated ventures (2) — — — 1,625 — 1,625 Income tax benefit (expense) — — — — (21,869 ) (21,869 ) Net income (loss) 201,049 106,939 (6,833 ) 429 (180,837 ) (3) 120,747 Balance Sheet: December 31, 2015 Investments in unconsolidated ventures $ — $ — $ — $ 88,069 $ — $ 88,069 Total assets 50,924 (4) 66,246 (4) 16,470 88,069 153,112 374,821 _______________ (1) Direct general and administrative expenses incurred by the broker dealer. (2) For the year ended December 31, 2015 , the Company recognized in equity in losses, operating income of $14.5 million , which excludes $2.0 million of equity-based compensation expense and $10.8 million of depreciation and amortization expense. (3) Includes $3.8 million of unrealized loss. (4) Primarily represents receivables from related parties as of December 31, 2015 . Subsequent to December 31, 2015 , the Company received $53.6 million of reimbursements from the Managed Companies. Statement of Operations: Year ended December 31, 2014 NorthStar Listed Companies (1) Sponsored Broker Dealer (2) Direct Investments Corporate/Other Total Asset management and other fees, related parties $ 82,759 $ 64,979 $ — $ — $ — $ 147,738 Selling commission and dealer manager fees, related parties — — 110,563 — — 110,563 Commission expense — — 104,428 — — 104,428 Salaries and related expense — — 6,831 — 30,374 37,205 Equity-based compensation expense — — — — 51,650 51,650 Other general and administrative expenses — — 8,126 — 9,591 17,717 Equity in earnings (losses) of unconsolidated ventures — — — (1,039 ) — (1,039 ) Income tax benefit (expense) — — — — (1,622 ) (1,622 ) Net income (loss) 82,759 64,979 (8,916 ) (1,039 ) (118,683 ) 19,100 Balance Sheet: December 31, 2014 Investments in unconsolidated ventures $ — $ — $ — $ 54,480 $ — $ 54,480 Total assets 60,909 (3) 29,458 (3) 17,868 54,480 101,154 $ 263,869 _______________ (1) The Company began earning fees on July 1, 2014 with NorthStar Realty and November 1, 2015 with NorthStar Europe (refer to Note 3). (2) Direct general and administrative expenses incurred by the broker dealer. (3) Primarily represents receivables from related parties as of December 31, 2015 . Statement of Operations: Year ended December 31, 2013 NorthStar Listed Companies (1) Sponsored Companies Broker Dealer (2) Corporate/Other Total Asset management and other fees, related parties $ — $ 26,633 $ — $ — $ 26,633 Selling commission and dealer manager fees, related parties — — 62,572 — 62,572 Commission expense — — 57,325 — 57,325 Salaries and related expense — — 5,731 15,613 21,344 Equity-based compensation expense — — — 5,177 5,177 Other general and administrative expenses — — 5,977 375 6,352 Income tax benefit (expense) — — — — — Net income (loss) — 26,617 (6,535 ) (22,077 ) (1,995 ) Balance Sheet: December 31, 2013 Total assets $ — $ 23,149 (3) $ 8,377 $ 183 $ 31,709 _______________ (1) The Company began earning fees on July 1, 2014 with NorthStar Realty and November 1, 2015 with NorthStar Europe (refer to Note 3). (2) Direct general and administrative expenses incurred by the broker dealer. (3) Primarily represents receivables from related parties as of December 31, 2013 . |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Dividends On February 24, 2016, the Company declared a dividend of $0.10 per share of common stock. The common stock dividend will be paid on March 11, 2016 to stockholders of record as of the close of business on March 7, 2016. Townsend Acquisition On January 29, 2016, the Company acquired an approximate 84% interest in Townsend, a leading global provider of investment management and advisory services focused on real assets. Founded in 1983, Townsend is the manager or advisor to approximately $184 billion of real assets. Townsend’s management team owns the remainder of the business and continues to direct day-to-day operations. The Company acquired the interest in Townsend for approximately $383.0 million , subject to customary post-closing adjustments. In connection with the acquisition, the Company obtained a $500.0 million term loan, which was used to fund the transaction, repay in full the amount outstanding under the Revolving Credit Facility and for general corporate purposes, including repurchases of the Company’s common stock. Townsend Pro Forma The following table presents unaudited consolidated pro forma results of operations adjusted for the acquisition of Townsend and related borrowings as if they occurred on January 1, 2014. The unaudited pro forma amounts were prepared for comparable purposes only and are not indicative of what actual combined consolidated results of operations of the Company would have been, nor are they indicative of the consolidated results of operations in the future (dollars in thousands, except per share data): Years Ended December 31, 2015 2014 Pro forma total revenues $ 493,453 $ 313,177 Pro forma net income (loss) attributable to NorthStar Asset Management Group Inc. common stockholders 118,129 12,781 Pro forma EPS - basic $ 0.60 $ 0.07 Pro forma EPS - diluted $ 0.59 $ 0.07 Strategic Opportunities In January 2016, the Company’s board of directors announced that it had engaged Goldman Sachs Group Inc. to assist the Company in exploring strategic alternatives to maximize shareholder value. There is no assurance that this exploration will result in any transaction being announced or consummated. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting | The accompanying consolidated financial statements and related notes of the Company are presented on a carve-out basis for the periods prior to June 30, 2014 and have been prepared from the historical consolidated balance sheets, statements of operations and cash flows attributed to the historical asset management business of NorthStar Realty and in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The consolidated financial statements for the year ended December 31, 2015 represent the Company’s results of operations following the NSAM Spin-off. In connection with the NSAM Spin-off, most of NorthStar Realty’s employees at the time of the NSAM 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 NSAM 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 attributable 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, the Operating Partnership and their consolidated subsidiaries. All significant intercompany balances are eliminated in consolidation. 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. The Company analyzes new investments and financings, as well as reconsideration events for existing investments and financings, which vary depending on type of investment or financing. 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 or through a simple majority vote. 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 | 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. |
Furniture, fixtures, and equipment | Furniture, fixtures and equipment is carried at historical cost less accumulated depreciation. Ordinary repairs and maintenance are expensed as incurred. Major replacements and betterments which improve or extend the life of assets are capitalized and depreciated over their useful life. Furniture, fixtures and equipment is depreciated using the straight-line method over the estimated useful lives of assets. |
Estimates | The preparation of 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. |
Cash | Cash, including amounts restricted, may at times exceed the Federal Deposit Insurance Corporation deposit insurance limit of $250,000 per institution. The Company mitigates credit risk by placing cash with major financial institutions. To date, the Company has not experienced any losses on cash. |
Restricted Cash | Restricted cash primarily represents cash held by the Company’s foreign subsidiaries due to certain regulatory capital requirements. |
Securities | The Company elected to apply the fair value option for its securities investments. The Company elected the fair value option because management believes it is a more useful presentation for such investments. Any unrealized gain (loss) from the change in fair value is recorded in unrealized gains (losses) on investments and other in the consolidated statements of operations. |
Fair Value Option | The fair value option provides an election that allows a company to irrevocably elect fair value for certain financial assets and liabilities on an instrument-by-instrument basis at initial recognition. The Company may elect to apply the fair value option for certain investments due to the nature of the instrument. Any change in fair value for assets and liabilities for which the election is made is recognized in earnings. |
Revenue Recognition | Asset Management and Other Fees Asset management and other fees include asset management and other fees, such as acquisition and disposition fees, earned from the Managed Companies. Base asset management and other fees are recognized based on contractual terms specified in the underlying governing documents in the periods during which the related services are performed and the amounts have been contractually earned. Incentive fees and payments are recognized subject to the achievement of return hurdles in accordance with the respective terms set forth in the governing documents of the Managed Companies. Selling Commission and Dealer Manager Fees and Commission Expense Selling commission and dealer manager fees represent income earned by the Company for selling equity in the Sponsored Companies through NorthStar Securities. Selling commission and dealer manager fees and commission expense are accrued on a trade date basis. As of December 31, 2015 , commission payable of $7.0 million includes $1.7 million due to NorthStar Securities’ employees. |
Allowance for Doubtful Accounts | An allowance for a doubtful account is established when, in the opinion of the Company, a full recovery of a receivable becomes doubtful. A receivable is written off when it is no longer collectible and/or legally discharged. As of December 31, 2015 and 2014, there was no allowance for doubtful accounts. |
Fair Value | Fair Value Measurement The Company follows fair value guidance in accordance with U.S. GAAP to account for its financial instruments. The Company categorizes its financial instruments, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Financial assets and liabilities are recorded at fair value on its consolidated balance sheets and are categorized based on the inputs to the valuation techniques as follows: Level 1. Quoted prices for identical assets or liabilities in an active market. Level 2. Financial assets and liabilities whose values are based on the following: (a) Quoted prices for similar assets or liabilities in active markets. (b) Quoted prices for identical or similar assets or liabilities in non-active markets. (c) Pricing models whose inputs are observable for substantially the full term of the asset or liability. (d) Pricing models whose inputs are derived principally from or corroborated by observable market data for substantially the full term of the asset or liability. Level 3. Prices or valuation techniques based on inputs that are both unobservable and significant to the overall fair value measurement. As of December 31, 2015, the Company’s recurring financial measurements recorded at fair value were the Company’s securities. Such securities are valued using quoted prices in an active market, and as such, is classified as Level 1 of the fair value hierarchy. As of December 31, 2014, the Company’s did not have any recurring financial measurements recorded at fair value. |
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 the 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 or the attribution method depending if the grant is to an employee or non-employee. 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 a foreign currency for which the functional currency is the U.S. dollar are remeasured using the currency exchange rate in effect at the end of the period presented and the results of operations for such entities are remeasured into U.S. dollars using the spot currency exchange rate at the time of the transaction. The resulting foreign currency remeasurement adjustment is recorded in unrealized gain (loss) on foreign currency in the consolidated statements of operations. |
Comprehensive Income (Loss) | The Company had no items of other comprehensive income (loss), so its comprehensive income (loss) is the same as the net income (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. Diluted EPS reflects the maximum potential dilution that could occur from the Company’s share-based compensation, consisting of unvested restricted stock awards, 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”). Potential dilutive shares are excluded from the calculation if they have an anti-dilutive effect in the period. The Company’s unvested restricted stock awards, certain RSUs and LTIPs units contain rights to receive non-forfeitable dividends and thus are participating securities. Due to the existence of these participating securities, the two-class method of computing EPS is required, unless another method is determined to be more dilutive. 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. |
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 forming the Company’s new Operating Partnership, under Delaware law, by converting 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. 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 July 2015, the FASB decided to delay the effective date of the new revenue standard by one year. The effective date of the new revenue standard for the Company will be January 1, 2018. The Company is in the process of evaluating the impact, if any, of the update on its consolidated financial position, results of operations and financial statement 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 will adopt the new standard on January 1, 2016 and it is not expected to have a material impact on its consolidated financial position or results of operations. In April 2015, the FASB issued an accounting update changing the presentation of financing costs in financial statements. Under the new guidance, an entity would present these costs in the balance sheet as a direct deduction from the related liability rather than as an asset. Amortization of the costs would continue to be reported as interest expense. The new guidance is effective for annual periods and interim periods beginning after December 15, 2015, with early adoption permitted. In the fourth quarter 2015 the Company adopted this guidance and it did not have a material impact on the Company’s consolidated financial position, results of operations and financial statement disclosures. In September 2015, the FASB issued updated guidance that eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Under the new guidance, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The new guidance is effective for annual periods and interim periods beginning after December 15, 2015, with early adoption permitted. The Company adopted this guidance in the third quarter 2015 and it did not have a material impact on the Company’s consolidated financial position, results of operations and financial statement disclosures. In January 2016, the FASB issued an accounting update that addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company is currently assessing the impact of the guidance on the Company’s consolidated financial position, results of operations and financial statement disclosures. In February 2016, the FASB issued an accounting update that requires lessees to present right-of-use assets and lease liabilities on the balance sheet. The new guidance is to be applied using a modified retrospective approach at the beginning of the earliest comparative period in the financial statements and is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is evaluating the impact that this guidance will have on its consolidated financial position, results of operations and financial statement disclosures. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 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 December 31, 2015 and 2014 (dollars in thousands): December 31, 2015 2014 (1) Other assets: Deferred tax asset, net $ 10,880 $ 3,155 Furniture, fixtures and equipment, net 4,333 4,629 Prepaid expenses 4,781 2,279 Security deposits 2,380 2,232 Deferred financing costs, net 912 — Due from participating broker-dealers 398 1,965 Prepaid income taxes — 3,538 Pending deal costs 625 1,045 Other 932 531 Total $ 25,241 $ 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 NSAM Spin-off on June 30, 2014. |
Schedule of Accounts Payable and Accrued Liabilities | December 31, 2015 2014 Accounts payable and accrued expenses: Accrued bonus and related taxes $ 63,935 $ 25,911 Accrued participating interests buyout (1) 8,110 — Payable to third-party broker (2) 6,603 — Accrued transaction costs 3,039 5,205 Accrued payroll 1,312 1,400 Accrued professional fees 646 740 Accrued equity-based compensation awards (refer to Note 8) 763 — Income tax payable 1,577 — Accrued dividends 574 — Accrued tax withholding (3) — 11,938 Accrued interest payable 92 — Other 3,509 3,922 Total $ 90,160 $ 49,116 __________________ (1) Represents a one-time buyout in satisfaction of all participating interests related to NorthStar Income (refer to Note 3). (2) Relates to the purchase of NorthStar Realty shares, which were settled in January 2016. (3) Represents withholding tax related to vesting and net settlement of restricted stock. |
Management Agreements and Man23
Management Agreements and Managed Companies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |
Schedule of Asset Management and Other Fees | The following table presents a summary of the fee arrangements with the current Sponsored Companies, which registration statements have been declared effective: NorthStar Real Estate Income Trust, Inc. (“NorthStar Income”); NorthStar Healthcare Income, Inc. (“NorthStar Healthcare”); NorthStar Real Estate Income II, Inc. (“NorthStar Income II”); NorthStar/RXR New York Metro Real Estate, Inc. (“NorthStar/RXR New York Metro”); and NorthStar Corporate Income Fund (“NorthStar Corporate Fund”): NorthStar NorthStar NorthStar NorthStar/RXR NorthStar Income Healthcare Income II New York Metro (9) Corporate Fund Offering amount (1) $1.2 billion $2.1 billion (8) $1.65 billion (10) $2.0 billion (10) $3.2 billion (13) Total capital raised through February 23, 2016 (2) $1.2 billion $1.8 billion $918.2 million $2.2 million (11) (14) Total investments as of December 31, 2015 $1.8 billion $3.4 billion $1.5 billion N/A N/A Primary strategy CRE Debt Healthcare Equity and Debt CRE Debt New York Metro Area CRE Equity and Debt Middle Market Non-real Estate Business Loans and Securities Primary offering period Completed July 2013 Completed January 2016 (8) Ends May 2016 Ends February 2017 (12) Ends March 2017 (12) 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 N/A Acquisition fees (4) 1.00% of investments 2.25% for real estate properties 1.00% of investments 2.25% for real estate properties N/A 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 N/A 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 (15) Management fee N/A N/A N/A N/A 2.0% of average gross assets (16) ________________ (1) Represents amount of shares registered to offer pursuant to each Sponsored Company’s public offering, distribution reinvestment plan and follow-on public offering. (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 earns its proportionate interest (refer to Note 6). (8) NorthStar Healthcare successfully completed its public offering on February 2, 2015 by raising $1.1 billion in capital and its follow-on public offering on January 19, 2016 by raising $0.7 billion in capital. (9) Any asset management and other fees incurred by NorthStar/RXR New York Metro will be shared equally between the Company and RXR Realty, as co-sponsors. (10) In October 2015, NorthStar/RXR New York Metro and NorthStar Income II each filed an amended registration statement with the SEC to offer an additional class of common shares. On October 16, 2015, NorthStar Income II’s registration statement was declared effective by the SEC. On November 12, 2015, NorthStar/RXR New York Metro’s registration statement was declared effective by the SEC. (11) In December 2015, NorthStar Realty and RXR Realty satisfied NorthStar/RXR New York Metro’s minimum offering amount through the purchase of 0.2 million shares of NorthStar/RXR New York common stock for $2.0 million in the aggregate. NorthStar/RXR New York Metro began raising capital in the beginning of 2016. (12) Offering period subject to extension as determined by the board of directors of each Sponsored Company. (13) Offering is for two feeder funds in a master feeder structure. (14) The Company expects to begin raising capital for NorthStar Corporate Fund in early 2016. (15) Calculated based on 100% of the net investment income before such incentive fee when such hurdle rate exceeds 7.00% but less than 8.75% plus 20% when such amount is equal to or in excess 8.75% . (16) Calculated excluding cash and cash equivalents. |
Schedule of Expense Arrangements with Sponsored Companies | The following table presents a summary of the expense arrangements with the current Sponsored Companies, which are effective: NorthStar Income NorthStar Healthcare NorthStar Income II NorthStar/RXR New York Metro NorthStar Corporate Fund (5) 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) $15.0 million, or 1.0% 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) $32.0 million, or 1.0% 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) N/A __________________ (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. (5) Includes the reimbursement of certain administrative services based on factors such as total assets, revenues or other reasonable methods. |
Schedule of Related Party Receivables | The following table presents receivables, related parties on the consolidated balance sheets as of December 31, 2015 and 2014 (dollars in thousands): December 31, 2015 2014 NorthStar Listed Companies: Base management fee $ 49,769 $ 41,395 Incentive fee — 2,000 Subtotal NorthStar Listed Companies fees (5) 49,769 43,395 Sponsored Companies: Fees (1) 446 245 Other receivables 37,236 29,319 Subtotal Sponsored Companies (2) 37,682 29,564 Other (3) 6,358 4,667 Total (4) $ 93,809 $ 77,626 ________________________ (1) Includes $0.4 million of acquisition fees due from NorthStar Healthcare as of December 31, 2015. (2) As of December 31, 2015 and 2014, the Company had unreimbursed costs from the Sponsored Companies of $33.7 million and $26.9 million , respectively, recorded as receivables, related parties on the consolidated balance sheets. (3) Includes direct and indirect costs due from the NorthStar Listed Companies. (4) Subsequent to December 31, 2015 , the Company received $53.6 million from the Managed Companies. (5) The Company began earning fees on July 1, 2014 with NorthStar Realty and November 1, 2015 with NorthStar Europe. |
Schedule of Net Commission Revenue | The following table summarizes selling commission and dealer manager fees, commission expense and net commission income for the years ended December 31, 2015 , 2014 and 2013 (dollar in thousands): Years Ended December 31, 2015 2014 2013 Selling commission and dealer manager fees $ 126,907 $ 110,563 $ 62,572 Commission expense (1) 117,390 104,428 57,325 Net commission income (2) $ 9,517 $ 6,135 $ 5,247 ________________________ (1) Includes selling commission expense to NorthStar Securities employees. For the years ended December 31, 2015 , 2014 and 2013 , the Company paid $14.0 million , $7.8 million and $5.4 million , respectively. (2) Excludes direct expenses of NorthStar Securities. |
Base Management Fee and Incentive Fee | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | The following table presents a summary of the fee arrangements and amounts earned from the NorthStar Listed Companies: NorthStar Realty NorthStar Europe Commencement date July 1, 2014 November 1, 2015 Current in place annual base management fee (1)(2) $186 million $14 million Incentive fee hurdle to CAD per share (3) 15% Excess of $0.68 and up to $0.78 (4) Excess of $0.30 and up to $0.36 25% Excess of $0.78 (4) Excess of $0.36 Base management fee Period ended December 31, 2015 (5) $190.0 million $2.3 million Six months ended December 31, 2014 $79.4 million — Incentive fee Period ended December 31, 2015 (5) $8.7 million — Six months ended December 31, 2014 $3.3 million — __________________ (1) As of February 26, 2016. (2) The base management fee will increase by an amount equal to 1.5% per annum of the sum of: the cumulative net proceeds of all future common equity and preferred equity issued, equity issued in exchange or conversion of exchangeable senior notes or stock-settlable notes based on the stock price at the date of issuance and any other issuances of common equity, preferred equity or other forms of equity, including but not limited to limited partnership interests in the NorthStar Realty or NorthStar Europe operating partnerships, which are structured as profits interests, or LTIP Units (excluding equity-based compensation, but including issuances related to an acquisition, investment, joint venture or partnership) by the NorthStar Listed Companies and cumulative cash available for distribution (“CAD”) of the NorthStar Listed Companies, in excess of cumulative distributions paid on common stock, LTIP units or other equity awards beginning the first full calendar quarter after the NSAM Spin-off and NRE Spin-off, respectively. In addition, 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 million minimum annual base amount. (3) The incentive fee is calculated by the product of 15% or 25% and CAD before such incentive fee, divided by the weighted average shares outstanding for the calendar quarter, when such amount is within a certain hurdle multiplied by the weighted average shares outstanding of the NorthStar Listed Companies for the calendar quarter. Weighted average shares represent the number of shares of the NorthStar Listed Companies’ common stock, LTIP Units or other equity-based awards (with some exclusions), outstanding on a daily weighted average basis. (4) After giving effect to NorthStar Realty’s reverse stock split and the NRE Spin-off. (5) Represents fees earned for the year ended December 31, 2015 for NorthStar Realty and for the two months ended December 31, 2015 for NorthStar Europe. |
Allocation of Costs to Listed Companies | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | The following table presents a summary of costs allocated to the NorthStar Listed Companies (dollar in thousands): Year Ended December 31, 2015 (1) Six Months Ended December 31, 2014 (1) NorthStar Realty $ 9,960 $ 5,200 NorthStar Europe 350 (2) — Total (3) $ 10,310 $ 5,200 __________________ (1) The management agreement commenced on July 1, 2014 with NorthStar Realty and November 1, 2015 with NorthStar Europe. (2) Represents the period from the NRE Spin-off (October 31, 2015) to December 31, 2015. (3) The Company records the allocation as a reduction of general and administrative expenses in its consolidated statements of operations. |
Asset Management and Other Fees | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | The following table presents a summary of asset management and other fees earned by the Company from the current Sponsored Companies which are effective (dollar in thousands): Years Ended December 31, (1) 2015 2014 2013 NorthStar NorthStar NorthStar NorthStar NorthStar NorthStar NorthStar NorthStar NorthStar Income Healthcare Income II Income Healthcare Income II Income Healthcare Income II Asset management fees $ 23,964 $ 19,021 $ 11,295 $ 21,969 $ 3,406 $ 2,600 $ 13,599 $ 101 $ 21 Acquisition fees 451 38,747 9,504 8,176 21,206 5,166 10,198 1,346 165 Disposition fees 3,316 113 528 2,456 — — 1,203 — — Total $ 27,731 $ 57,881 $ 21,327 $ 32,601 $ 24,612 $ 7,766 $ 25,000 $ 1,447 $ 186 __________________ (1) The Company expects to begin earning fees from NorthStar/RXR New York Metro and NorthStar Corporate Fund in early 2016. |
Allocation of Indirect Operating Costs to Sponsored Companies | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | The following table presents a summary of indirect operating costs allocated to the current Sponsored Companies, which are effective (dollars in thousands): Years Ended December 31, (2) 2015 $ 36,564 2014 (1) 24,000 2013 (1) 12,500 ________________________ (1) The six months ended December 31, 2014 and year ended December 31, 2013 represents the periods prior to the NSAM Spin-off. (2) The Company records the allocation as a reduction of general and administrative expenses in its consolidated statements of operations. |
Investments in Unconsolidated24
Investments in Unconsolidated Ventures (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary of Unconsolidated Ventures | The following table summarizes the Company’s investments in unconsolidated ventures as of December 31, 2015 and 2014 and the Company’s equity in earnings (losses) of unconsolidated ventures for the year ended December 31, 2015 and the period from the respective acquisition date to December 31, 2014 (dollars in thousands): Carrying Value Year Ended December 31, 2015 Acquisition Date Ownership Interest December 31, Operating Income (Loss) Amortization of Equity-Based Compensation Depreciation and Amortization Expense Equity in Earnings (Loss) Investment 2015 2014 AHI Interest (1) Dec-14 43% $ 45,581 $ 50,835 $ 9,204 $ (2,004 ) $ (9,052 ) $ (1,852 ) Distributed Finance (2) Jun-14 50% 2,679 $ 3,645 (966 ) — — (966 ) Island Interest (3) Jan-15 45% 39,809 — 6,200 — (1,757 ) 4,443 Total $ 88,069 $ 54,480 $ 14,438 $ (2,004 ) $ (10,809 ) $ 1,625 Acquisition Date to December 31, 2014 Operating Income (Loss) Amortization of Equity-Based Compensation Depreciation and Amortization Expense Equity in Earnings (Loss) Investment AHI Interest $ 331 $ (260 ) $ (755 ) $ (684 ) Distributed Finance (355 ) — — (355 ) Total $ (24 ) $ (260 ) $ (755 ) $ (1,039 ) _________________ (1) 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. (2) 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. In January 2016, the Company invested $1.0 million in Distributed Finance in the form of convertible debt. (3) 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 (which vested immediately). 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. Summarized Financial Information The combined balance sheets for the unconsolidated ventures as of December 31, 2015 and 2014 are as follows (dollars in thousands): As of December 31, 2015 2014 Total assets $ 193,720 $ 103,590 Total liabilities 15,098 1,624 Non-controlling interests 2,390 604 Total equity 178,622 101,966 The combined statements of operations for the unconsolidated ventures from the respective acquisition date through December 31, 2015 and 2014 are as follows (dollars in thousands): Acquisition Date to December 31, 2015 (2) 2014 (1) Total revenues $ 76,703 $ 2,158 Total expenses 56,128 2,829 Net income (loss) 20,575 (671 ) Net (income) loss attributable to non-controlling interests (12,994 ) (601 ) Net income (loss) attributable to unconsolidated ventures’ $ 7,581 $ (1,272 ) ___________________________________________________________ (1) Includes AHI from acquisition date (December 5, 2014) to December 31, 2014. (2) Includes Island from acquisition date (January 9, 2015) to December 31, 2015 and AHI for the year ended December 31, 2015. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Minimum Future Rental Payments | The following table presents minimum future rental payments under these contractual lease obligations as of December 31, 2015 (dollars in thousands): Years Ending December 31: 2016 $ 5,454 2017 3,911 2018 1,395 2019 714 Total minimum lease payments $ 11,474 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Share-based Compensation [Abstract] | |
Schedule of Equity-based Compensation Expense | The following table presents equity-based compensation expense for the years ended December 31, 2015 , 2014 and 2013 (dollars in thousands): Time-Based Awards Performance-Based Awards Total Years Ended December 31, Years Ended December 31, Years Ended December 31, 2015 2014 2013 2015 2014 2013 2015 2014 2013 NSAM spin grants (1) $ 15,474 $ 16,923 $ — $ 14,946 $ 7,581 $ — $ 30,420 $ 24,504 $ — NSAM bonus plan 9,661 4,655 — 2,992 — — 12,653 4,655 — NorthStar Realty bonus plan (2) 9,365 13,105 (3) 3,928 3,878 9,262 1,249 13,243 22,367 (3) 5,177 (3) Grants to non-employees 1,152 124 — — — — 1,152 124 — Total $ 35,652 $ 34,807 $ 3,928 $ 21,816 $ 16,843 $ 1,249 $ 57,468 $ 51,650 $ 5,177 __________________ (1) Represents equity-based compensation expense for one-time grants issued related to the NSAM Spin-off. Certain awards had performance-based conditions which were met upon issuance, and accordingly, are included in time-based awards as they are only currently subject to continued employment conditions. (2) Represents equity-based compensation expense related to annual grants issued by NorthStar Realty prior to the NSAM Spin-off. (3) The year ended December 31, 2014 includes an allocation of equity-based compensation expense prior to the NSAM Spin-off of $13.7 million for the six months ended June 30, 2014. The year ended December 31, 2013 represents an allocation of equity-based compensation expense prior to the NSAM Spin-off of $5.2 million . |
Summary of LTIP Units and Unvested Restricted Stock | The balance as of December 31, 2015 represents LTIP Units whether vested or not that are outstanding and unvested shares of restricted stock (grants in thousands): Year Ended December 31, 2015 Restricted Stock (2) LTIP Units Total Grants Weighted January 1, 2015 4,104 1,135 (1) 5,239 $ 20.18 New grants 814 666 1,480 23.11 Conversions — (7 ) (7 ) 15.51 Vesting of restricted stock post-spin (1,619 ) — (1,619 ) 17.15 Forfeited or canceled grants (31 ) (2 ) (33 ) 20.08 December 31, 2015 3,268 1,792 5,060 $ 22.02 ___________________ (1) Represents Deferred LTIP Units that settled into LTIP Units on March 13, 2015. (2) Represents restricted stock included in common stock, of which 0.2 million shares is related to NorthStar Realty pre-spin. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Earnings Per Share | The following table presents EPS for the years ended December 31, 2015 , 2014 and 2013 (dollars and shares in thousands, except per share data): Years Ended December 31, 2015 2014 2013 Numerator: Net income (loss) attributable to NorthStar Asset Management Group Inc. common stockholders $ 119,794 $ 19,100 $ (1,995 ) Less: Earnings (loss) allocated to unvested participating securities (4,253 ) (190 ) — Numerator for basic income (loss) per share 115,541 18,910 (1,995 ) Add: Undistributed earnings allocated to participating nonvested shares 1,594 — — Less: Undistributed earnings reallocated to participating nonvested shares (1,457 ) — — Net income (loss) attributable to LTIP Units non-controlling interests 953 — — Numerator for diluted income (loss) per share $ 116,631 $ 18,910 $ (1,995 ) Denominator: Weighted average number of shares of common stock 188,706 187,853 187,816 Incremental diluted shares 4,413 2,588 — Weighted average number of diluted shares (1) 193,119 190,441 187,816 Earnings (loss) per share: Basic $ 0.61 $ 0.10 $ (0.01 ) Diluted $ 0.60 $ 0.10 $ (0.01 ) _______________________ (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. |
Schedule of Dividends Declared | The following table presents dividends declared (on a per share basis) for the year ended December 31, 2015 : Common Stock Declaration Date Dividend Per Share February 25 $ 0.10 May 5 $ 0.10 August 4 $ 0.10 November 3 $ 0.10 |
Income Taxes Income Taxes (Tabl
Income Taxes Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The following table presents the income taxes benefit (expense) for the year ended December 31, 2015 and six months ended December 31, 2014 (dollars in thousands): Year Ended Six Months Ended December 31, 2015 December 31, 2014 (1) Current: U.S. federal $ (24,238 ) $ (2,516 ) U.S. state and local (3,856 ) (503 ) Non-U.S. (2,652 ) (1,934 ) Subtotal current (30,746 ) (4,953 ) Deferred: U.S. federal 7,530 2,293 U.S. state and local 943 458 Non-U.S. 404 580 Subtotal deferred 8,877 3,331 Income tax benefit (expense) $ (21,869 ) $ (1,622 ) __________________ (1) Subsequent to the NSAM Spin-off, the Company became subject to both domestic and international income tax, as such, there was no income tax benefit (expense) for the six months ended June 30, 2014. |
Schedule of Deferred Tax Assets and Liabilities | The following table presents the tax effects of the temporary differences as of December 31, 2015 and 2014 (dollars in thousands): December 31, 2015 2014 Deferred tax asset Equity-based compensation $ 7,944 $ 3,006 Investments in unconsolidated ventures 3,846 149 Other 244 — Total deferred tax asset $ 12,034 $ 3,155 Deferred tax liability State tax deduction $ 811 $ — Intangible assets — 60 Other 343 — Total deferred tax liability $ 1,154 $ 60 |
Schedule of Effective Income Tax Rate Reconciliation | The following table presents the reconciliation of the provision for income taxes (expense) benefit to the U.S. federal statutory income tax rate for the year ended December 31, 2015 and six months ended December 31, 2014 : Year Ended Six Months Ended December 31, 2015 December 31, 2014 (1) U.S. federal statutory income tax rate 35.0 % 35.0 % U.S. state and local income taxes 1.4 2.9 Change in valuation allowance — (21.3 ) Permanent items 4.5 4.4 Effect of foreign operations taxed at various rates (24.5 ) (17.9 ) Other (1.1 ) 0.1 Effective income tax rate 15.3 % 3.2 % __________________ (1) Subsequent to the NSAM Spin-off, the Company became subject to both domestic and international income tax, as such, there was no income tax benefit (expense) for the six months ended June 30, 2014. |
Quarterly Financial Informati29
Quarterly Financial Information (Unaudited) Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The following presents selected quarterly information for the years ended December 31, 2015 and 2014 (dollars in thousands): Three Months Ended December 31, September 30, June 30, March 31, 2015 2015 2015 2015 Asset management and other fees, related parties $ 77,257 $ 78,994 $ 90,358 $ 61,379 Selling commission and dealer manager fees, related parties 39,543 29,104 28,337 29,923 Commission expense 36,379 26,978 26,338 27,695 Interest expense 778 — — — Total general and administrative expenses 44,403 40,970 41,962 31,868 Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) 22,251 37,785 50,177 30,778 Income (loss) before income taxes 24,712 37,729 50,267 29,908 Income tax benefit (expense) (5,701 ) 3,825 (12,055 ) (7,938 ) Net income (loss) $ 19,011 $ 41,554 $ 38,212 $ 21,970 Earnings (loss) per share: (1) Basic $ 0.10 $ 0.21 $ 0.19 $ 0.11 Diluted $ 0.10 $ 0.21 $ 0.19 $ 0.11 _________________ (1) The total for the year may differ from the sum of the quarters as a result of weighting. Three Months Ended December 31, September 30, June 30, March 31, 2014 2014 2014 (2) 2014 (2) Asset management and other fees, related parties $ 69,438 $ 56,521 $ 13,110 $ 8,669 Selling commission and dealer manager fees, related parties 49,553 27,149 19,313 14,548 Commission expense 47,039 25,691 18,138 13,560 Transaction costs — — 21,926 2,550 Total general and administrative expenses 43,500 32,719 14,850 15,503 Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) 27,408 24,905 (22,247 ) (8,305 ) Income (loss) before income taxes 26,443 24,831 (22,247 ) (8,305 ) Income tax benefit (expense) 4,465 (6,087 ) — — Net income (loss) 30,908 18,744 (22,247 ) (8,305 ) Earnings (loss) per share: (1) Basic $ 0.16 $ 0.10 $ (0.12 ) $ (0.04 ) Diluted $ 0.16 $ 0.10 $ (0.12 ) $ (0.04 ) __________________ (1) The total for the year may differ from the sum of the quarters as a result of weighting. (2) Represents a carve-out of revenues and expenses attributed to the Company related to NorthStar Realty’s historical asset management business. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following tables present segment reporting for the years ended December 31, 2015 , 2014 and 2013 (dollars in thousands): Statement of Operations: Year ended December 31, 2015 NorthStar Listed Companies Sponsored Broker Dealer (1) Direct Investments Corporate/Other Total Asset management and other fees, related parties $ 201,049 $ 106,939 $ — $ — $ — $ 307,988 Selling commission and dealer manager fees, related parties — — 126,907 — — 126,907 Commission expense — — 117,390 — — 117,390 Interest expense — — — — 778 778 Salaries and related expense — — 7,786 — 60,563 68,349 Equity-based compensation expense — — 2,418 — 55,050 57,468 Other general and administrative expenses — — 6,655 — 26,731 33,386 Equity in earnings (losses) of unconsolidated ventures (2) — — — 1,625 — 1,625 Income tax benefit (expense) — — — — (21,869 ) (21,869 ) Net income (loss) 201,049 106,939 (6,833 ) 429 (180,837 ) (3) 120,747 Balance Sheet: December 31, 2015 Investments in unconsolidated ventures $ — $ — $ — $ 88,069 $ — $ 88,069 Total assets 50,924 (4) 66,246 (4) 16,470 88,069 153,112 374,821 _______________ (1) Direct general and administrative expenses incurred by the broker dealer. (2) For the year ended December 31, 2015 , the Company recognized in equity in losses, operating income of $14.5 million , which excludes $2.0 million of equity-based compensation expense and $10.8 million of depreciation and amortization expense. (3) Includes $3.8 million of unrealized loss. (4) Primarily represents receivables from related parties as of December 31, 2015 . Subsequent to December 31, 2015 , the Company received $53.6 million of reimbursements from the Managed Companies. Statement of Operations: Year ended December 31, 2014 NorthStar Listed Companies (1) Sponsored Broker Dealer (2) Direct Investments Corporate/Other Total Asset management and other fees, related parties $ 82,759 $ 64,979 $ — $ — $ — $ 147,738 Selling commission and dealer manager fees, related parties — — 110,563 — — 110,563 Commission expense — — 104,428 — — 104,428 Salaries and related expense — — 6,831 — 30,374 37,205 Equity-based compensation expense — — — — 51,650 51,650 Other general and administrative expenses — — 8,126 — 9,591 17,717 Equity in earnings (losses) of unconsolidated ventures — — — (1,039 ) — (1,039 ) Income tax benefit (expense) — — — — (1,622 ) (1,622 ) Net income (loss) 82,759 64,979 (8,916 ) (1,039 ) (118,683 ) 19,100 Balance Sheet: December 31, 2014 Investments in unconsolidated ventures $ — $ — $ — $ 54,480 $ — $ 54,480 Total assets 60,909 (3) 29,458 (3) 17,868 54,480 101,154 $ 263,869 _______________ (1) The Company began earning fees on July 1, 2014 with NorthStar Realty and November 1, 2015 with NorthStar Europe (refer to Note 3). (2) Direct general and administrative expenses incurred by the broker dealer. (3) Primarily represents receivables from related parties as of December 31, 2015 . Statement of Operations: Year ended December 31, 2013 NorthStar Listed Companies (1) Sponsored Companies Broker Dealer (2) Corporate/Other Total Asset management and other fees, related parties $ — $ 26,633 $ — $ — $ 26,633 Selling commission and dealer manager fees, related parties — — 62,572 — 62,572 Commission expense — — 57,325 — 57,325 Salaries and related expense — — 5,731 15,613 21,344 Equity-based compensation expense — — — 5,177 5,177 Other general and administrative expenses — — 5,977 375 6,352 Income tax benefit (expense) — — — — — Net income (loss) — 26,617 (6,535 ) (22,077 ) (1,995 ) Balance Sheet: December 31, 2013 Total assets $ — $ 23,149 (3) $ 8,377 $ 183 $ 31,709 _______________ (1) The Company began earning fees on July 1, 2014 with NorthStar Realty and November 1, 2015 with NorthStar Europe (refer to Note 3). (2) Direct general and administrative expenses incurred by the broker dealer. (3) Primarily represents receivables from related parties as of December 31, 2013 . |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Summary of Pro Forma Amounts | The unaudited pro forma amounts were prepared for comparable purposes only and are not indicative of what actual combined consolidated results of operations of the Company would have been, nor are they indicative of the consolidated results of operations in the future (dollars in thousands, except per share data): Years Ended December 31, 2015 2014 Pro forma total revenues $ 493,453 $ 313,177 Pro forma net income (loss) attributable to NorthStar Asset Management Group Inc. common stockholders 118,129 12,781 Pro forma EPS - basic $ 0.60 $ 0.07 Pro forma EPS - diluted $ 0.59 $ 0.07 |
Business and Organization (Deta
Business and Organization (Details) | Jul. 01, 2014 | Dec. 31, 2015 |
Variable Interest Entity [Line Items] | ||
Conversion rate of common stock | 1 | |
Length of management contract term | 20 years | 20 years |
American Healthcare Investors, LLC | ||
Variable Interest Entity [Line Items] | ||
Ownership Interest | 43.00% | |
Island Interest | ||
Variable Interest Entity [Line Items] | ||
Ownership Interest | 45.00% | |
Distributed Finance Corporation | ||
Variable Interest Entity [Line Items] | ||
Ownership Interest | 50.00% | |
Townsend Group | ||
Variable Interest Entity [Line Items] | ||
Ownership interest, committed to acquire | 84.00% |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Other Assets [Abstract] | ||
Deferred tax asset, net | $ 10,880 | $ 3,155 |
Furniture, fixtures and equipment, net | 4,333 | 4,629 |
Prepaid expenses | 4,781 | 2,279 |
Security deposits | 2,380 | 2,232 |
Deferred financing costs, net | 912 | 0 |
Due from participating broker-dealers | 398 | 1,965 |
Prepaid income taxes | 0 | 3,538 |
Pending deal costs | 625 | 1,045 |
Other | 932 | 531 |
Total | $ 25,241 | $ 19,374 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | ||
Accrued bonus and related taxes | $ 63,935 | $ 25,911 |
Accrued non-executive employee interest | 8,110 | 0 |
Payable to third-party broker | 6,603 | 0 |
Accrued transaction costs | 3,039 | 5,205 |
Accrued payroll | 1,312 | 1,400 |
Accrued professional fees | 646 | 740 |
Accrued equity-based compensation awards | 763 | 0 |
Accrued dividends | 574 | 0 |
Accrued tax withholding | 0 | 11,938 |
Accrued tax withholding | 1,577 | 0 |
Accrued interest payable | 92 | 0 |
Other | 3,509 | 3,922 |
Total | $ 90,160 | $ 49,116 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||
Commission payable | $ 7,000,000 | |
Allowance for doubtful accounts | 0 | $ 0 |
North Star Realty Securities | ||
Related Party Transaction [Line Items] | ||
Commission payable due to NorthStar Securities' employees | $ 1,700,000 |
Management Agreements and Man36
Management Agreements and Managed Companies - NorthStar Listed Companies (Narrative) (Details) - USD ($) | Jul. 01, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | |||
Length of management contract term | 20 years | 20 years | |
Length of additional option on management contract | 20 years | ||
Expenses covered by NorthStar Realty | 20.00% | ||
Long-term bonus or other compensation reimbursement requirement | 50.00% | ||
Related party receivables | $ 93,809,000 | $ 77,626,000 | |
NSAM bonus plan | |||
Related Party Transaction [Line Items] | |||
Percent of long-term bonuses paid under NSAM Bonus Plan | 50.00% | ||
NorthStar Realty | |||
Related Party Transaction [Line Items] | |||
Reimbursement cap on the Additional Allocation | 20.00% | ||
Cost and Expense Reimbursement | |||
Related Party Transaction [Line Items] | |||
Related party receivables | $ 3,900,000 | ||
NorthStar Realty | |||
Related Party Transaction [Line Items] | |||
Threshold for assets under management | $ 10,000,000,000 |
Management Agreements and Man37
Management Agreements and Managed Companies - Base Management and Incentive Fee (Details) - USD ($) | Nov. 01, 2015 | Jul. 01, 2014 | Jun. 30, 2014 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||||
Additional annual base management fee | $ 10,000,000 | |||
NorthStar Realty | Listed Companies | Base management fee | ||||
Related Party Transaction [Line Items] | ||||
Current in place annual base management fee | $ 186,000,000 | |||
Fee revenue | $ 79,400,000 | $ 190,000,000 | ||
Base management fee increase per annum | 1.50% | |||
NorthStar Realty | Listed Companies | Incentive fee | ||||
Related Party Transaction [Line Items] | ||||
Fee revenue | 3,300,000 | $ 8,700,000 | ||
NorthStar Realty | Listed Companies | Incentive fee | Minimum | ||||
Related Party Transaction [Line Items] | ||||
Incentive fee hurdle | 15.00% | 15.00% | ||
NorthStar Realty | Listed Companies | Incentive fee | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Incentive fee hurdle | 25.00% | 25.00% | ||
NorthStar Realty | Listed Companies | Incentive fee | Excess of $0.68 and up to $0.78 | Minimum | ||||
Related Party Transaction [Line Items] | ||||
Cumulative cash available for distribution (CAD) per share (in dollars per share) | $ 0.68 | |||
NorthStar Realty | Listed Companies | Incentive fee | Excess of $0.68 and up to $0.78 | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Cumulative cash available for distribution (CAD) per share (in dollars per share) | 0.78 | |||
NorthStar Realty | Listed Companies | Incentive fee | Excess of $0.78 | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Cumulative cash available for distribution (CAD) per share (in dollars per share) | $ 0.78 | |||
NorthStar Europe | Listed Companies | ||||
Related Party Transaction [Line Items] | ||||
Fee revenue | 0 | |||
NorthStar Europe | Listed Companies | Base management fee | ||||
Related Party Transaction [Line Items] | ||||
Current in place annual base management fee | $ 14,000,000 | |||
Fee revenue | 2,300,000 | |||
NorthStar Europe | Listed Companies | Incentive fee | ||||
Related Party Transaction [Line Items] | ||||
Fee revenue | $ 0 | $ 0 | ||
NorthStar Europe | Listed Companies | Incentive fee | Minimum | ||||
Related Party Transaction [Line Items] | ||||
Incentive fee hurdle | 15.00% | |||
NorthStar Europe | Listed Companies | Incentive fee | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Incentive fee hurdle | 20.00% | |||
NorthStar Europe | Listed Companies | Incentive fee | Excess of $0.30 and up to $0.36 | Minimum | ||||
Related Party Transaction [Line Items] | ||||
Cumulative cash available for distribution (CAD) per share (in dollars per share) | $ 0.30 | |||
NorthStar Europe | Listed Companies | Incentive fee | Excess of $0.30 and up to $0.36 | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Cumulative cash available for distribution (CAD) per share (in dollars per share) | 0.36 | |||
NorthStar Europe | Listed Companies | Incentive fee | Excess of $0.36 | Minimum | ||||
Related Party Transaction [Line Items] | ||||
Cumulative cash available for distribution (CAD) per share (in dollars per share) | $ 0.36 |
Management Agreements and Man38
Management Agreements and Managed Companies - Allocation of Costs to Listed Companies (Details) - Listed Companies - Allocation of Costs - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | ||
Allocated costs | $ 5,200 | $ 10,310 |
NorthStar Realty | ||
Related Party Transaction [Line Items] | ||
Allocated costs | 5,200 | 9,960 |
NorthStar Europe | ||
Related Party Transaction [Line Items] | ||
Allocated costs | $ 0 | $ 350 |
Management Agreements and Man39
Management Agreements and Managed Companies - Summary of Fee Arrangements with Sponsored Companies (Details) - USD ($) $ in Thousands, shares in Millions | Jan. 19, 2016 | Feb. 02, 2015 | Dec. 31, 2015 | Dec. 31, 2015 | Feb. 26, 2016 | Dec. 31, 2014 | Dec. 31, 2013 |
Related Party Transaction [Line Items] | |||||||
Total investments | $ 374,821 | $ 374,821 | $ 263,869 | $ 31,709 | |||
Incentive payments (percent of net cash flows) | 15.00% | ||||||
Issuance of performance common stock | $ 0 | ||||||
NorthStar Income II | |||||||
Related Party Transaction [Line Items] | |||||||
Public offering | 1,650,000 | ||||||
Total investments | 1,500,000 | $ 1,500,000 | |||||
Asset management fees (percent of assets) | 1.25% | ||||||
Acquisition fees (percent of investment) | 1.00% | ||||||
Disposition fees (percent of sales price) | 1.00% | ||||||
Incentive payments (percent of net cash flows) | 15.00% | ||||||
Return on investment | 7.00% | ||||||
NorthStar Income II | Subsequent Event | |||||||
Related Party Transaction [Line Items] | |||||||
Total capital raised | $ 918,200 | ||||||
NorthStar Healthcare | |||||||
Related Party Transaction [Line Items] | |||||||
Public offering | $ 1,100,000 | $ 2,100,000 | |||||
Total investments | $ 3,400,000 | $ 3,400,000 | |||||
Asset management fees (percent of assets) | 1.00% | ||||||
Acquisition fees (percent of investment) | 1.00% | ||||||
Acquisition fees (percent of real estate properties) | 2.25% | ||||||
Disposition fees (percent of sales price) | 1.00% | ||||||
Disposition fees (percent of real estate properties sales price) | 2.00% | ||||||
Incentive payments (percent of net cash flows) | 15.00% | ||||||
Return on investment | 6.75% | ||||||
NorthStar Healthcare | Subsequent Event | |||||||
Related Party Transaction [Line Items] | |||||||
Public offering | $ 700,000 | ||||||
Total capital raised | 1,800,000 | ||||||
NorthStar/RXR New York Metro | |||||||
Related Party Transaction [Line Items] | |||||||
Public offering | $ 2,000,000 | ||||||
Asset management fees (percent of assets) | 1.25% | ||||||
Acquisition fees (percent of investment) | 1.00% | ||||||
Acquisition fees (percent of real estate properties) | 2.25% | ||||||
Disposition fees (percent of sales price) | 1.00% | ||||||
Disposition fees (percent of real estate properties sales price) | 2.00% | ||||||
Incentive payments (percent of net cash flows) | 15.00% | ||||||
Return on investment | 6.00% | ||||||
Shares issued | 0.2 | 0.2 | |||||
Issuance of performance common stock | $ 2,000 | $ 2,000 | |||||
NorthStar/RXR New York Metro | Subsequent Event | |||||||
Related Party Transaction [Line Items] | |||||||
Total capital raised | 2,200 | ||||||
NorthStar Income | |||||||
Related Party Transaction [Line Items] | |||||||
Public offering | 1,200,000 | ||||||
Total investments | $ 1,800,000 | $ 1,800,000 | |||||
Asset management fees (percent of assets) | 1.25% | ||||||
Acquisition fees (percent of investment) | 1.00% | ||||||
Disposition fees (percent of sales price) | 1.00% | ||||||
Incentive payments (percent of net cash flows) | 15.00% | ||||||
Return on investment | 8.00% | ||||||
NorthStar Income | Subsequent Event | |||||||
Related Party Transaction [Line Items] | |||||||
Total capital raised | $ 1,200,000 | ||||||
NorthStar Corporate Fund | |||||||
Related Party Transaction [Line Items] | |||||||
Public offering | $ 3,200,000 | ||||||
Percent of net investment income | 100.00% | ||||||
Percent in excess of 8.75% | 20.00% | ||||||
Management (percent of average gross assets) | 2000.00% | ||||||
NorthStar Corporate Fund | Minimum | |||||||
Related Party Transaction [Line Items] | |||||||
Incentive payments rate, threshold percentage | 7.00% | ||||||
NorthStar Corporate Fund | Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Incentive payments rate, threshold percentage | 8.75% |
Management Agreements and Man40
Management Agreements and Managed Companies - Asset Management and Other Fees Earned from Sponsored Companies(Details) - Sponsored Companies - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Total | |||
Related Party Transaction [Line Items] | |||
Fee revenue | $ 7,766 | ||
Asset management fees | |||
Related Party Transaction [Line Items] | |||
Fee revenue | 2,600 | ||
Acquisition fees | |||
Related Party Transaction [Line Items] | |||
Fee revenue | 5,166 | ||
Disposition fees | |||
Related Party Transaction [Line Items] | |||
Fee revenue | 0 | ||
NorthStar Income | Total | |||
Related Party Transaction [Line Items] | |||
Fee revenue | $ 27,731 | 32,601 | $ 25,000 |
NorthStar Income | Asset management fees | |||
Related Party Transaction [Line Items] | |||
Fee revenue | 23,964 | 21,969 | 13,599 |
NorthStar Income | Acquisition fees | |||
Related Party Transaction [Line Items] | |||
Fee revenue | 451 | 8,176 | 10,198 |
NorthStar Income | Disposition fees | |||
Related Party Transaction [Line Items] | |||
Fee revenue | 3,316 | 2,456 | 1,203 |
NorthStar Healthcare | Total | |||
Related Party Transaction [Line Items] | |||
Fee revenue | 57,881 | 24,612 | 1,447 |
NorthStar Healthcare | Asset management fees | |||
Related Party Transaction [Line Items] | |||
Fee revenue | 19,021 | 3,406 | 101 |
NorthStar Healthcare | Acquisition fees | |||
Related Party Transaction [Line Items] | |||
Fee revenue | 38,747 | 21,206 | 1,346 |
NorthStar Healthcare | Disposition fees | |||
Related Party Transaction [Line Items] | |||
Fee revenue | 113 | $ 0 | 0 |
NorthStar Income II | Total | |||
Related Party Transaction [Line Items] | |||
Fee revenue | 21,327 | 186 | |
NorthStar Income II | Asset management fees | |||
Related Party Transaction [Line Items] | |||
Fee revenue | 11,295 | 21 | |
NorthStar Income II | Acquisition fees | |||
Related Party Transaction [Line Items] | |||
Fee revenue | 9,504 | 165 | |
NorthStar Income II | Disposition fees | |||
Related Party Transaction [Line Items] | |||
Fee revenue | $ 528 | $ 0 |
Management Agreements and Man41
Management Agreements and Managed Companies - Sponsored Companies (Narrative) (Details) shares in Millions | 1 Months Ended | 12 Months Ended |
Dec. 31, 2015USD ($)fundshares | Dec. 31, 2015USD ($)fundcompanyshares | |
Related Party Transaction [Line Items] | ||
Commitment to purchase common stock period | 2 years | |
Issuance of performance common stock | $ 0 | |
NorthStar Real Estate Capital Income Fund | Sponsored Companies | ||
Related Party Transaction [Line Items] | ||
Projected proceeds from public offering | $ 3,200,000,000 | $ 3,200,000,000 |
Number of feeder funds | fund | 2 | 2 |
NorthStar Corporate Investment, Inc. | Sponsored Companies | ||
Related Party Transaction [Line Items] | ||
Projected proceeds from public offering | $ 1,000,000,000 | $ 1,000,000,000 |
NorthStar Corporate Fund | ||
Related Party Transaction [Line Items] | ||
Commitment to purchase common stock | 10,000,000 | $ 10,000,000 |
Commitment to purchase common stock period | 2 years | |
Seed contribution | $ 1,000,000 | $ 1,000,000 |
NorthStar/RXR New York Metro | ||
Related Party Transaction [Line Items] | ||
Number of common shares issued | shares | 0.2 | 0.2 |
Issuance of performance common stock | $ 2,000,000 | $ 2,000,000 |
NorthStar/RXR New York Metro | Class A Common Stock | ||
Related Party Transaction [Line Items] | ||
Commitment to purchase common stock | 10,000,000 | $ 10,000,000 |
Commitment to purchase common stock period | 2 years | |
NorthStar Realty | ||
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 | company | 5 | |
NorthStar Realty | Class A Common Stock | ||
Related Party Transaction [Line Items] | ||
Commitment to purchase common stock (percent) | 75.00% | |
RXR Realty | Class A Common Stock | ||
Related Party Transaction [Line Items] | ||
Commitment to purchase common stock (percent) | 25.00% | |
NorthStar Capital Fund [Member] | ||
Related Party Transaction [Line Items] | ||
Commitment to purchase common stock | 10,000,000 | $ 10,000,000 |
Seed contribution | $ 2,000,000 | $ 2,000,000 |
Management Agreements and Man42
Management Agreements and Managed Companies - Summary of Expense Arrangements with Sponsored Companies (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
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 |
Operating Costs (percent of average invested assets) | 2.00% |
Operating Costs (percent of net income) | 25.00% |
Operating Costs (net of asset management fee) | 1.25% |
NorthStar Healthcare | |
Related Party Transaction [Line Items] | |
Organization and offering costs | $ 22.5 |
Organization and offering costs (percent of proceeds expected to be raised) | 1.50% |
Operating Costs (percent of average invested assets) | 2.00% |
Operating Costs (percent of net income) | 25.00% |
Operating Costs (net of asset management fee) | 1.00% |
NorthStar Income II | |
Related Party Transaction [Line Items] | |
Organization and offering costs | $ 15 |
Organization and offering costs (percent of proceeds expected to be raised) | 1.00% |
Operating Costs (percent of average invested assets) | 2.00% |
Operating Costs (percent of net income) | 25.00% |
Operating Costs (net of asset management fee) | 1.25% |
NorthStar/RXR New York Metro | |
Related Party Transaction [Line Items] | |
Organization and offering costs | $ 30 |
Organization and offering costs (percent of proceeds expected to be raised) | 1.50% |
Operating Costs (percent of average invested assets) | 2.00% |
Operating Costs (percent of net income) | 25.00% |
Operating Costs (net of asset management fee) | 1.25% |
NorthStar Corporate Fund | |
Related Party Transaction [Line Items] | |
Organization and offering costs | $ 32 |
Organization and offering costs (percent of proceeds expected to be raised) | 1.00% |
Management Agreements and Man43
Management Agreements and Managed Companies - Indirect Operating Costs Allocated to Sponsored Companies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Sponsored Companies | Allocation of Indirect Operating Costs | |||
Related Party Transaction [Line Items] | |||
Related party costs | $ 36,564 | $ 24,000 | $ 12,500 |
Management Agreements and Man44
Management Agreements and Managed Companies - Related Party Receivables (Details) - USD ($) $ in Thousands | 2 Months Ended | ||
Feb. 26, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Related party receivables | $ 93,809 | $ 77,626 | |
Unreimbursed costs receivable | 33,700 | 26,900 | |
Subsequent Event | |||
Related Party Transaction [Line Items] | |||
Reimbursement revenue | $ 53,600 | ||
Sponsored Companies | |||
Related Party Transaction [Line Items] | |||
Related party receivables | 37,682 | 29,564 | |
Other | |||
Related Party Transaction [Line Items] | |||
Related party receivables | 6,358 | 4,667 | |
Base management fee | |||
Related Party Transaction [Line Items] | |||
Related party receivables | 49,769 | 41,395 | |
Base management fee | NorthStar Realty | |||
Related Party Transaction [Line Items] | |||
Related party receivables | 49,769 | 43,395 | |
Base management fee | Sponsored Companies | |||
Related Party Transaction [Line Items] | |||
Related party receivables | 446 | 245 | |
Incentive fee | |||
Related Party Transaction [Line Items] | |||
Related party receivables | 0 | 2,000 | |
Other receivables | Sponsored Companies | |||
Related Party Transaction [Line Items] | |||
Related party receivables | 37,236 | $ 29,319 | |
Acquisition fees | Sponsored Companies | NorthStar Healthcare | |||
Related Party Transaction [Line Items] | |||
Related party receivables | $ 400 |
Management Agreements and Man45
Management Agreements and Managed Companies - Advisor Interest and Selling Commission and Dealer Manager Fees and Commission Expense (Narrative) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Class A Common Stock | |
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% |
Class T Common | |
Related Party Transaction [Line Items] | |
Selling commission as percentage of gross primary offering proceeds | 2.00% |
Dealer manager fee rate, percent of gross proceeds | 2.75% |
NorthStar Realty | Transaction Costs, Participating Interest Buyout [Member] | |
Related Party Transaction [Line Items] | |
Related party expense | $ 8.1 |
Management Agreements and Man46
Management Agreements and Managed Companies - Summary of Net Commission Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Related Party Transaction [Line Items] | ||||||||||||
Selling commission and dealer manager fees, related parties | $ 39,543 | $ 29,104 | $ 28,337 | $ 29,923 | $ 49,553 | $ 27,149 | $ 19,313 | $ 14,548 | $ 126,907 | $ 110,563 | [1] | $ 62,572 |
Commission expense | 117,390 | 104,428 | 57,325 | |||||||||
Net commission income | 9,517 | 6,135 | 5,247 | |||||||||
NorthStar Securities | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Reallowed commission expense | $ 14,000 | $ 7,800 | $ 5,400 | |||||||||
[1] | The consolidated financial statements for the year ended December 31, 2015 represent the Company’s results of operations following the NSAM Spin-off on June 30, 2014. The year ended December 31, 2014 includes: (i) the Company’s results of operations for the six months ended December 31, 2014, which represents the activity following the NSAM Spin-off; and (ii) the Company’s results of operations for the six months ended June 30, 2014, which represents a carve-out of its historical financial information including revenues and expenses attributable to the Company, related to NorthStar Realty’s historical asset management business. The year ended December 31, 2013 was prepared on the same basis as the six months ended June 30, 2014. As a result, the year ended December 31, 2015 may not be comparable to the prior periods presented. |
Management Agreements and Man47
Management Agreements and Managed Companies - Other (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Management Agreements [Abstract] | |||
Special servicing fees | $ 0.9 | $ 0.8 | $ 0.7 |
Investments in Unconsolidated48
Investments in Unconsolidated Ventures - Investments in Unconsolidated Ventures (Details) - USD ($) $ in Thousands | Dec. 31, 2014 | Jun. 30, 2014 | Jan. 31, 2016 | Jan. 31, 2015 | Jun. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Investments in and Advances to Affiliates [Line Items] | |||||||||
Amortization of Equity-Based Compensation | $ (13,700) | $ (57,468) | $ (51,650) | [1] | $ (5,177) | ||||
Equity in Earnings (Loss) | 1,625 | (1,039) | [1] | 0 | |||||
Stock issued | 4,507 | 10,310 | $ 0 | ||||||
American Healthcare Investors, LLC | |||||||||
Investments in and Advances to Affiliates [Line Items] | |||||||||
Cash and stock consideration | $ 57,500 | ||||||||
Cash paid to acquire business | 37,500 | ||||||||
Common stock consideration | 20,000 | 20,000 | |||||||
Common stock consideration that vested immediately | 10,000 | 10,000 | |||||||
Distributed Finance | |||||||||
Investments in and Advances to Affiliates [Line Items] | |||||||||
Payments to acquire marketplace finance platform | $ 4,000 | ||||||||
Fee on syndicated investments | 0.50% | ||||||||
Incentive fee | 15.00% | 15.00% | |||||||
Distributed Finance | Minimum | |||||||||
Investments in and Advances to Affiliates [Line Items] | |||||||||
Operating Costs (net of asset management fee) | 1.00% | ||||||||
Island Interest | |||||||||
Investments in and Advances to Affiliates [Line Items] | |||||||||
Payments to acquire marketplace finance platform | $ 33,200 | ||||||||
Consideration for acquisition | 37,700 | ||||||||
Stock issued | $ 4,500 | ||||||||
Unconsolidated Ventures | |||||||||
Investments in and Advances to Affiliates [Line Items] | |||||||||
Carrying Value | 54,480 | 88,069 | 54,480 | ||||||
Operating Income (Loss) | 14,438 | (24) | |||||||
Amortization of Equity-Based Compensation | (2,004) | (260) | |||||||
Depreciation and Amortization Expense | (10,809) | (755) | |||||||
Equity in Earnings (Loss) | $ 1,625 | (1,039) | |||||||
Unconsolidated Ventures | American Healthcare Investors, LLC | |||||||||
Investments in and Advances to Affiliates [Line Items] | |||||||||
Ownership Interest | 43.00% | ||||||||
Carrying Value | 50,835 | $ 45,581 | 50,835 | ||||||
Operating Income (Loss) | 9,204 | 331 | |||||||
Amortization of Equity-Based Compensation | (2,004) | (260) | |||||||
Depreciation and Amortization Expense | (9,052) | (755) | |||||||
Equity in Earnings (Loss) | $ (1,852) | (684) | |||||||
Unconsolidated Ventures | Distributed Finance | |||||||||
Investments in and Advances to Affiliates [Line Items] | |||||||||
Ownership Interest | 50.00% | ||||||||
Carrying Value | 3,645 | $ 2,679 | 3,645 | ||||||
Operating Income (Loss) | (966) | (355) | |||||||
Amortization of Equity-Based Compensation | 0 | 0 | |||||||
Depreciation and Amortization Expense | 0 | 0 | |||||||
Equity in Earnings (Loss) | $ (966) | (355) | |||||||
Unconsolidated Ventures | Island Interest | |||||||||
Investments in and Advances to Affiliates [Line Items] | |||||||||
Ownership Interest | 45.00% | ||||||||
Carrying Value | $ 0 | $ 39,809 | $ 0 | ||||||
Operating Income (Loss) | 6,200 | ||||||||
Amortization of Equity-Based Compensation | 0 | ||||||||
Depreciation and Amortization Expense | (1,757) | ||||||||
Equity in Earnings (Loss) | $ 4,443 | ||||||||
Subsequent Event | Distributed Finance | |||||||||
Investments in and Advances to Affiliates [Line Items] | |||||||||
Investment in the form of convertible debt | $ 1,000 | ||||||||
[1] | The consolidated financial statements for the year ended December 31, 2015 represent the Company’s results of operations following the NSAM Spin-off on June 30, 2014. The year ended December 31, 2014 includes: (i) the Company’s results of operations for the six months ended December 31, 2014, which represents the activity following the NSAM Spin-off; and (ii) the Company’s results of operations for the six months ended June 30, 2014, which represents a carve-out of its historical financial information including revenues and expenses attributable to the Company, related to NorthStar Realty’s historical asset management business. The year ended December 31, 2013 was prepared on the same basis as the six months ended June 30, 2014. As a result, the year ended December 31, 2015 may not be comparable to the prior periods presented. |
Investments in Unconsolidated49
Investments in Unconsolidated Ventures - Combined Balance Sheets (Details) - Unconsolidated Ventures - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Equity Method Investments [Line Items] | ||
Total assets | $ 193,720 | $ 103,590 |
Total liabilities | 15,098 | 1,624 |
Non-controlling interests | 2,390 | 604 |
Total equity | $ 178,622 | $ 101,966 |
Investments in Unconsolidated50
Investments in Unconsolidated Ventures - Combined Statements of Operations (Details) - Unconsolidated Ventures - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Equity Method Investments [Line Items] | ||
Total revenues | $ 76,703 | $ 2,158 |
Total expenses | 56,128 | 2,829 |
Net income (loss) | 20,575 | (671) |
Net (income) loss attributable to non-controlling interests | (12,994) | (601) |
Net income (loss) attributable to unconsolidated ventures’ | $ 7,581 | $ (1,272) |
Borrowings (Details)
Borrowings (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 29, 2016 | Nov. 30, 2015 | |
Term Loan | |||
Debt Instrument [Line Items] | |||
Commitment | $ 500,000,000 | ||
Revolving Credit Facility | Revolving credit facility | Line of credit | |||
Debt Instrument [Line Items] | |||
Borrowing capacity | $ 100,000,000 | ||
Debt instrument term | 6 months | ||
Aggregate principal amount | $ 100,000,000 | ||
Revolving Credit Facility | Revolving credit facility | Line of credit | Level 2 | |||
Debt Instrument [Line Items] | |||
Fair value | $ 100,000,000 | ||
Revolving Credit Facility | Revolving credit facility | LIBOR | Line of credit | |||
Debt Instrument [Line Items] | |||
Interest rate floor | 0.75% | ||
Basis spread on variable rate | 3.25% | ||
Subsequent Event | Term Loan | Term Loan | |||
Debt Instrument [Line Items] | |||
Term loan | $ 500,000,000 |
Related Party Arrangements - No
Related Party Arrangements - NorthStar Realty (Narrative) (Details) - USD ($) shares in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | 18 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | ||||||
Credit facility | $ 100,000,000 | $ 0 | $ 100,000,000 | $ 0 | $ 100,000,000 | |
Payments to Acquire Available-for-sale Securities | 43,357,000 | 0 | $ 0 | |||
Fair value of shares purchased | $ 46,215,000 | 0 | 46,215,000 | $ 0 | 46,215,000 | |
NorthStar Realty | ||||||
Related Party Transaction [Line Items] | ||||||
Shares purchased | 2.7 | |||||
Payments to Acquire Available-for-sale Securities | $ 50,000,000 | |||||
Fair value of shares purchased | 46,200,000 | 46,200,000 | 46,200,000 | |||
Unrealized loss related to purchase of shares | 3,800,000 | |||||
Revolving credit facility | NorthStar Realty | ||||||
Related Party Transaction [Line Items] | ||||||
Borrowing capacity | 250,000,000 | 250,000,000 | 250,000,000 | |||
Financial covenant, unrestricted cash or cash equivalents amount | 100,000,000 | |||||
Credit facility | $ 0 | $ 0 | 0 | |||
Revolving credit facility | LIBOR | NorthStar Realty | ||||||
Related Party Transaction [Line Items] | ||||||
Basis spread on variable rate | 3.50% | |||||
Other Income | Base management fee | NorthStar Realty | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expense | $ 1,600,000 | $ 1,400,000 | $ 3,000,000 |
Related Party Arrangements - He
Related Party Arrangements - Healthcare Strategic Joint Venture (Narrative) (Details) - shares | Dec. 17, 2015 | Feb. 02, 2015 | Dec. 31, 2015 |
Mr. Flaherty | Restricted Stock Units (RSUs) | |||
Related Party Transaction [Line Items] | |||
Number of common shares issued | 139,473 | 20,305 | |
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% |
Related Party Arrangements - AH
Related Party Arrangements - AHI Venture (Narrative) (Details) - AHI Venture - USD ($) shares in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | ||||
Value of assets | $ 7,500,000,000 | $ 7,500,000,000 | ||
Base management fee | 1,200,000 | |||
NorthStar Realty and NorthStar Healthcare | ||||
Related Party Transaction [Line Items] | ||||
Value of assets | $ 5,500,000,000 | 5,500,000,000 | ||
AHI Ventures | ||||
Related Party Transaction [Line Items] | ||||
Base management fee | $ 600,000 | |||
Ownership Interest | 0.50% | 0.50% | ||
Mr. Flaherty | ||||
Related Party Transaction [Line Items] | ||||
Ownership Interest | 12.30% | 12.30% | ||
Other Assets | AHI Ventures | ||||
Related Party Transaction [Line Items] | ||||
Shares received in connection with distribution | 0.2 | |||
Property Management Fees [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party expense | $ 200,000 | $ 1,700,000 |
Related Party Arrangements - Is
Related Party Arrangements - Island Venture (Narrative) (Details) - Island Hospitality $ in Millions | 12 Months Ended | |
Dec. 31, 2015USD ($)hotel | Dec. 31, 2015USD ($)hotel | |
Related Party Transaction [Line Items] | ||
Number of hotel properties | hotel | 160 | 160 |
Carrying value of hotel properties | $ 4,100 | $ 4,100 |
NorthStar Realty | ||
Related Party Transaction [Line Items] | ||
Number of hotel properties | hotel | 110 | 110 |
Carrying value of hotel properties | $ 2,300 | $ 2,300 |
Base management fee | $ 16.6 | |
Minimum | NorthStar Realty | ||
Related Party Transaction [Line Items] | ||
Base management fee (percent of monthly revenue) | 2.50% | |
Maximum | NorthStar Realty | ||
Related Party Transaction [Line Items] | ||
Base management fee (percent of monthly revenue) | 3.00% |
Related Party Arrangements - RX
Related Party Arrangements - RXR Realty (Narrative) (Details) | Dec. 31, 2013 |
RXR Realty | NorthStar Realty | |
Related Party Transaction [Line Items] | |
Ownership Interest | 27.00% |
Commitments and Contingencies57
Commitments and Contingencies (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 5,454 |
2,017 | 3,911 |
2,018 | 1,395 |
2,019 | 714 |
Total minimum lease payments | $ 11,474 |
Commitments and Contingencies58
Commitments and Contingencies (Narrative) (Details) $ in Millions | Jul. 01, 2014 | Dec. 31, 2015USD ($)office | Dec. 31, 2014USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |||
Number of offices the company is a lessee | office | 8 | ||
Rent expense | $ 4.5 | ||
Number of days of employment to qualify for 401(k) plan | 30 days | ||
Employee matching contribution for the first level of earnings | 100.00% | ||
Employee match level one | 3.00% | ||
Employee matching contribution for the second level of earnings | 50.00% | ||
Employer match level two | 2.00% | ||
Aggregate matching contribution | $ 1.3 | $ 0.2 |
Equity-Based Compensation - Nor
Equity-Based Compensation - NorthStar Asset Management Plans (Narrative) (Details) | Jan. 04, 2016shares | Dec. 31, 2015shares | Jan. 01, 2015shares | Dec. 31, 2014shares | Apr. 03, 2014$ / sharesshares | Feb. 29, 2016 | Feb. 26, 2016shares | Feb. 28, 2015$ / sharesshares | May. 31, 2014$ / sharesshares | Mar. 31, 2016shares | Mar. 31, 2015 | Dec. 31, 2015bonus_pool$ / sharesshares | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares granted in period | 1,480,000 | ||||||||||||
Grant date fair value | $ / shares | $ 23.11 | ||||||||||||
Common Stock | Subsequent Event | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of common shares issued | 362,006 | ||||||||||||
Restricted Stock | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares granted in period | 814,000 | ||||||||||||
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 | ||||||||||||
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% | ||||||||||||
Employment period | 4 years | ||||||||||||
Percent of RSUs subject to performance based hurdles, total shareholder return, Russell 2000 Index | 30.00% | ||||||||||||
Risk free rate | 1.48% | ||||||||||||
Number of retired shares | 370,943 | 392,157 | |||||||||||
Omnibus Stock Incentive Plan | Restricted Stock Units (RSUs) | NorthStar Realty | Executive Officer | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares granted in period | 762,898 | 500,371 | |||||||||||
Omnibus Stock Incentive Plan | Restricted Stock Units (RSUs) | Tranche one | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Percent of vested RSUs | 25.00% | ||||||||||||
Omnibus Stock Incentive Plan | Restricted Stock Units (RSUs) | Period two | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Percent of vested RSUs | 25.00% | ||||||||||||
Omnibus Stock Incentive Plan | Restricted Stock Units (RSUs) | Period three | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Percent of vested RSUs | 25.00% | ||||||||||||
Omnibus Stock Incentive Plan | Restricted Stock Units (RSUs) | Period four | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Percent of vested RSUs | 25.00% | ||||||||||||
Omnibus Stock Incentive Plan | Performance RSUs | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Grant date fair value | $ / shares | $ 17.01 | $ 16.80 | |||||||||||
Omnibus Stock Incentive Plan | Absolute TSR RSUs | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Grant date fair value | $ / shares | 10.22 | 9.95 | |||||||||||
Omnibus Stock Incentive Plan | Relative TSR RSUs | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Grant date fair value | $ / shares | $ 16.21 | $ 16.29 | |||||||||||
Omnibus Stock Incentive Plan | Absolute RSUs and Relative RSUs | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares granted in period | 1,307,204 | ||||||||||||
Risk free rate | 1.29% | ||||||||||||
Omnibus Stock Incentive Plan | Restricted Stock | NorthStar Realty | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of common shares issued | 49,149 | 152,932 | |||||||||||
Incentive Compensation Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Award vesting period | 4 years | 4 years | |||||||||||
Percent of RSUs subject to performance based hurdles | 31.65% | ||||||||||||
Incentive Compensation Plan | NorthStar Realty | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of bonus pools | bonus_pool | 2 | ||||||||||||
Maximum long-term bonus and other compensation covered by NorthStar | 50.00% | ||||||||||||
Incentive Compensation Plan | Subsequent Event | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Percent of RSUs subject to performance based hurdles | 18.35% | ||||||||||||
Incentive Compensation Plan | Common Stock | |||||||||||||
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 | $ / shares | $ 21.16 | ||||||||||||
Risk free rate | 1.00% | ||||||||||||
Number of retired shares | 100,455 | 108,198 | |||||||||||
Number of common shares issued | 795,107 | 627,831 | |||||||||||
Incentive Compensation Plan | Common Stock | Tranche one | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Percent of vested performance shares | 25.00% | ||||||||||||
Incentive Compensation Plan | Common Stock | Period two | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Percent of vested performance shares | 25.00% | ||||||||||||
Incentive Compensation Plan | Common Stock | Period three | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Percent of vested performance shares | 25.00% | ||||||||||||
Incentive Compensation Plan | Common Stock | Period four | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Percent of vested performance shares | 25.00% | ||||||||||||
Incentive Compensation Plan | Common Stock | Subsequent Event | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Percent of RSUs subject to performance based hurdles | 31.65% | ||||||||||||
Number of retired shares | 226,745 | ||||||||||||
Incentive Compensation Plan | Common Stock | Subsequent Event | Tranche one | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Percent of vested performance shares | 25.00% | ||||||||||||
Incentive Compensation Plan | Performance-Based Awards | Subsequent Event | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Employment period | 4 years | ||||||||||||
Number of common shares issued | 996,957 | ||||||||||||
Incentive Compensation Plan | Performance Common Stock | |||||||||||||
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 | ||||||||||||
Incentive Compensation Plan | Performance Common Stock | Executive Officer | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of common shares issued | 474,842 | ||||||||||||
Incentive Compensation Plan | Restricted Stock | Subsequent Event | Executive Officer | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of common shares issued | 1,719,545 | ||||||||||||
Scenario, Forecast | Incentive Compensation Plan | Restricted Stock | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares granted in period | 831,049 | ||||||||||||
NorthStar Realty and NorthStar Europe | Incentive Compensation Plan | Subsequent Event | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Maximum long-term bonus and other compensation covered by NorthStar | 50.00% |
Equity-Based Compensation - N60
Equity-Based Compensation - NorthStar Realty Equity Plans (Narrative) (Details) - shares | Jan. 04, 2016 | Jan. 01, 2015 | Dec. 31, 2014 | Apr. 03, 2014 | Feb. 26, 2016 | Feb. 28, 2015 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares granted in period | 1,480,000 | ||||||
Incremental shares vested upon performance hurdle being met | 1,619,000 | ||||||
Restricted Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares granted in period | 814,000 | ||||||
Incremental shares vested upon performance hurdle being met | 1,619,000 | ||||||
Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Incremental shares vested upon performance hurdle being met | 704,839 | ||||||
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 | ||||||
Omnibus Stock Incentive Plan | NorthStar Realty | Restricted Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of common shares issued | 49,149 | 152,932 | |||||
Omnibus Stock Incentive Plan | NorthStar Realty | 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 | Restricted Stock Units (RSUs) | Executive Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares granted in period | 762,898 | 500,371 | |||||
Incentive Compensation Plan | Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of common shares issued | 795,107 | 627,831 | |||||
Incentive Compensation Plan | NorthStar Realty | LTIP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
LTIP units issued | 1,126,436 | ||||||
Number of units subject to vesting | 450,817 | ||||||
Subsequent Event | Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of common shares issued | 362,006 | ||||||
Subsequent Event | Incentive Compensation Plan | Restricted Common Stock | Executive Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of common shares issued | 1,719,545 |
Equity-Based Compensation - Oth
Equity-Based Compensation - Other Issuances (Narrative) (Details) $ in Millions | Feb. 02, 2015shares | Dec. 08, 2014USD ($)principalshares | Jan. 22, 2014shares | Feb. 29, 2016shares | Jan. 31, 2016shares | Dec. 31, 2015USD ($)shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares granted in period | 1,480,000 | |||||
American Healthcare Investors, LLC | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Cash paid to acquire business | $ | $ 37.5 | |||||
Cash and stock consideration | $ | $ 20 | |||||
Number of shares acquired | 956,462 | |||||
Number of principals for continued service | principal | 3 | |||||
Percentage of shares subject to forfeiture conditions | 50.00% | |||||
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 acquired | 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 | ||||
Subsequent Event | Restricted Stock Units (RSUs) | Healthcare Strategic Joint Venture | Incentive Compensation Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares granted in period | 140,000 | |||||
Subsequent Event | Common Stock | Townsend Group | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares granted in period | 658,330 | |||||
Subsequent Event | Tranche one | 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 | 139,473 | |||||
Subsequent Event | Period two | 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 | 527 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary (Narrative) (Details) - USD ($) $ in Millions | Jan. 01, 2015 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation expense to be recognized over the remaining vesting period | $ 92 | |
Common Stock | Incentive Compensation Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Aggregate shares reserved for future awards | 26,358,957 | |
Percent of increase in shares outstanding | 2.00% |
Equity-Based Compensation - Equ
Equity-Based Compensation - Equity-based Compensation Expense (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity-based compensation expense | $ 13,700 | $ 57,468 | $ 51,650 | [1] | $ 5,177 |
Grants to Non-employees [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity-based compensation expense | 1,152 | 124 | 0 | ||
NSAM spin grants | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity-based compensation expense | 30,420 | 24,504 | 0 | ||
NSAM bonus plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity-based compensation expense | 12,653 | 4,655 | 0 | ||
NorthStar Realty bonus plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity-based compensation expense | 13,243 | 22,367 | 5,177 | ||
Time-Based Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity-based compensation expense | 35,652 | 34,807 | 3,928 | ||
Time-Based Awards | Grants to Non-employees [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity-based compensation expense | 1,152 | 124 | 0 | ||
Time-Based Awards | NSAM spin grants | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity-based compensation expense | 15,474 | 16,923 | 0 | ||
Time-Based Awards | NSAM bonus plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity-based compensation expense | 9,661 | 4,655 | 0 | ||
Time-Based Awards | NorthStar Realty bonus plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity-based compensation expense | 9,365 | 13,105 | 3,928 | ||
Performance-Based Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity-based compensation expense | 21,816 | 16,843 | 1,249 | ||
Performance-Based Awards | Grants to Non-employees [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity-based compensation expense | 0 | 0 | 0 | ||
Performance-Based Awards | NSAM spin grants | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity-based compensation expense | 14,946 | 7,581 | 0 | ||
Performance-Based Awards | NSAM bonus plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity-based compensation expense | 2,992 | 0 | 0 | ||
Performance-Based Awards | NorthStar Realty bonus plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity-based compensation expense | $ 3,878 | $ 9,262 | $ 1,249 | ||
[1] | The consolidated financial statements for the year ended December 31, 2015 represent the Company’s results of operations following the NSAM Spin-off on June 30, 2014. The year ended December 31, 2014 includes: (i) the Company’s results of operations for the six months ended December 31, 2014, which represents the activity following the NSAM Spin-off; and (ii) the Company’s results of operations for the six months ended June 30, 2014, which represents a carve-out of its historical financial information including revenues and expenses attributable to the Company, related to NorthStar Realty’s historical asset management business. The year ended December 31, 2013 was prepared on the same basis as the six months ended June 30, 2014. As a result, the year ended December 31, 2015 may not be comparable to the prior periods presented. |
Equity-Based Compensation - S64
Equity-Based Compensation - Summary of LTIP Units and Restricted Stock (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
January 1, 2015 | 5,239 |
New grants | 1,480 |
Conversions | (7) |
Vesting of restricted stock post-spin | (1,619) |
Forfeited or canceled grants | (33) |
December 31, 2015 | 5,060 |
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 | $ / shares | $ 20.18 |
New grants, Weighted Average Grant Price | $ / shares | 23.11 |
Conversions, Weighted Average Grant Price | $ / shares | 15.51 |
Vesting of restricted stock post-spin, Weighted Average Grant Price | $ / shares | 17.15 |
Forfeited or canceled grants, Weighted Average Grant Price | $ / shares | 20.08 |
Ending Balance, Weighted Average Grant Price | $ / shares | $ 22.02 |
Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
January 1, 2015 | 4,104 |
New grants | 814 |
Conversions | 0 |
Vesting of restricted stock post-spin | (1,619) |
Forfeited or canceled grants | (31) |
December 31, 2015 | 3,268 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Restricted stock included in common stock pre-spin | 200 |
LTIP Units | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
January 1, 2015 | 1,135 |
New grants | 666 |
Conversions | (7) |
Vesting of restricted stock post-spin | 0 |
Forfeited or canceled grants | (2) |
December 31, 2015 | 1,792 |
Stockholders' Equity (NSAM Spin
Stockholders' Equity (NSAM Spin-off, Common Stock, Performance Common Stock, and Share Repurchase) (Narrative) (Details) | 1 Months Ended | 12 Months Ended | ||||
May. 31, 2015USD ($)shares | Feb. 28, 2015shares | Jan. 31, 2015USD ($)shares | Dec. 31, 2015USD ($)$ / sharesshares | Apr. 30, 2015USD ($) | Dec. 31, 2014$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock conversion ratio | 1 | |||||
Increase to additional paid-in capital | $ | $ 0 | |||||
Acquisition shares vesting period | 3 years | |||||
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) | $ / shares | $ 0.01 | $ 0.01 | ||||
Authorized repurchase of common stock | $ | $ 400,000,000 | |||||
Common shares repurchased (shares) | 7,800,000 | |||||
Common stock repurchased | $ | $ 105,200,000 | |||||
Additional Paid-in Capital | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Increase to additional paid-in capital | $ | $ (5,000) | |||||
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 | $ | $ 4,500,000 | |||||
Restricted Stock | Director | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of common shares issued | 33,444 | |||||
Increase to additional paid-in capital | $ | $ 700,000 | |||||
Performance Common 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) | $ / shares | $ 0.01 | |||||
Performance Common 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 (Call Spre
Stockholders' Equity (Call Spread) (Narrative) (Details) - Call Option - USD ($) | 1 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2015 | |
Option Indexed to Issuer's Equity [Line Items] | ||
Notional amount | $ 100,000,000 | |
Net premium to be paid | $ 16,000,000 | |
Minimum | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Net value of the consideration range | 0 | |
Maximum | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Net value of the consideration range | $ 40,000,000 |
Stockholders' Equity (Earnings
Stockholders' Equity (Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Numerator: | ||||||||||||
Net income (loss) attributable to NorthStar Asset Management Group Inc. common stockholders | $ 119,794 | $ 19,100 | [1] | $ (1,995) | ||||||||
Less: Earnings (loss) allocated to unvested participating securities | (4,253) | (190) | 0 | |||||||||
Numerator for basic income (loss) per share | 115,541 | 18,910 | (1,995) | |||||||||
Less: Undistributed earnings reallocated to participating nonvested shares | 1,594 | 0 | 0 | |||||||||
Less: Undistributed earnings reallocated to participating nonvested shares | (1,457) | 0 | 0 | |||||||||
Net income (loss) attributable to LTIP Units non-controlling interests | 953 | 0 | [1] | 0 | ||||||||
Numerator for diluted income (loss) per share | $ 116,631 | $ 18,910 | $ (1,995) | |||||||||
Denominator: | ||||||||||||
Weighted average number of shares of common stock (in shares) | 188,705,876 | 187,852,524 | [1] | 187,815,614 | ||||||||
Incremental diluted shares (in shares) | 4,413,000 | 2,588,000 | 0 | |||||||||
Weighted average number of diluted shares (in shares) | 193,119,145 | 190,441,189 | [1] | 187,815,614 | ||||||||
Earnings (loss) per share: | ||||||||||||
Basic (usd per share) | $ 0.10 | $ 0.21 | $ 0.19 | $ 0.11 | $ 0.16 | $ 0.10 | $ (0.12) | $ (0.04) | $ 0.61 | $ 0.10 | [1] | $ (0.01) |
Diluted (usd per share) | $ 0.10 | $ 0.21 | $ 0.19 | $ 0.11 | $ 0.16 | $ 0.10 | $ (0.12) | $ (0.04) | $ 0.60 | $ 0.10 | [1] | $ (0.01) |
[1] | The consolidated financial statements for the year ended December 31, 2015 represent the Company’s results of operations following the NSAM Spin-off on June 30, 2014. The year ended December 31, 2014 includes: (i) the Company’s results of operations for the six months ended December 31, 2014, which represents the activity following the NSAM Spin-off; and (ii) the Company’s results of operations for the six months ended June 30, 2014, which represents a carve-out of its historical financial information including revenues and expenses attributable to the Company, related to NorthStar Realty’s historical asset management business. The year ended December 31, 2013 was prepared on the same basis as the six months ended June 30, 2014. As a result, the year ended December 31, 2015 may not be comparable to the prior periods presented. |
Stockholders' Equity - Dividend
Stockholders' Equity - Dividends (Details) - $ / shares | Nov. 03, 2015 | Aug. 04, 2015 | May. 05, 2015 | Feb. 25, 2015 |
Stockholders' Equity Note [Abstract] | ||||
Dividends declared per share of common stock (usd per share) | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.1 |
Non-controlling Interests (Deta
Non-controlling Interests (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | [1] | Dec. 31, 2013 | |
Noncontrolling Interest [Line Items] | ||||
Non-controlling interest related to LTIP Units | $ 4,400 | |||
Ownership and non-controlling interest | 1.00% | |||
Income attributable to the Operating Partnership non-controlling interest | $ 953 | $ 0 | $ 0 | |
Non-controlling Interests | LTIP Units | ||||
Noncontrolling Interest [Line Items] | ||||
LTIP units outstanding (shares) | 1,792,183 | |||
[1] | The consolidated financial statements for the year ended December 31, 2015 represent the Company’s results of operations following the NSAM Spin-off on June 30, 2014. The year ended December 31, 2014 includes: (i) the Company’s results of operations for the six months ended December 31, 2014, which represents the activity following the NSAM Spin-off; and (ii) the Company’s results of operations for the six months ended June 30, 2014, which represents a carve-out of its historical financial information including revenues and expenses attributable to the Company, related to NorthStar Realty’s historical asset management business. The year ended December 31, 2013 was prepared on the same basis as the six months ended June 30, 2014. As a result, the year ended December 31, 2015 may not be comparable to the prior periods presented. |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Income Tax Disclosure [Abstract] | ||||||||||||||
Income tax benefit (expense) | $ (5,701,000) | $ 3,825,000 | $ (12,055,000) | $ (7,938,000) | $ 4,465,000 | $ (6,087,000) | $ 0 | $ 0 | $ (1,622,000) | $ 0 | $ (21,869,000) | $ (1,622,000) | [1] | $ 0 |
Cumulative undistributed earnings | $ 129,200,000 | $ 30,100,000 | $ 30,100,000 | 129,200,000 | 30,100,000 | |||||||||
Windfall tax benefit related to equity-based compensation expense | $ 1,100,000 | $ 1,600,000 | ||||||||||||
[1] | The consolidated financial statements for the year ended December 31, 2015 represent the Company’s results of operations following the NSAM Spin-off on June 30, 2014. The year ended December 31, 2014 includes: (i) the Company’s results of operations for the six months ended December 31, 2014, which represents the activity following the NSAM Spin-off; and (ii) the Company’s results of operations for the six months ended June 30, 2014, which represents a carve-out of its historical financial information including revenues and expenses attributable to the Company, related to NorthStar Realty’s historical asset management business. The year ended December 31, 2013 was prepared on the same basis as the six months ended June 30, 2014. As a result, the year ended December 31, 2015 may not be comparable to the prior periods presented. |
Income Taxes - Income Taxes Ben
Income Taxes - Income Taxes Benefit (Expense) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | [1] | Dec. 31, 2013 | |
Current: | ||||||||||||||
U.S. federal | $ (2,516,000) | $ (24,238,000) | ||||||||||||
U.S. state and local | (503,000) | (3,856,000) | ||||||||||||
Non-U.S. | (1,934,000) | (2,652,000) | ||||||||||||
Subtotal current | (4,953,000) | (30,746,000) | ||||||||||||
Deferred: | ||||||||||||||
U.S. federal | 2,293,000 | 7,530,000 | ||||||||||||
U.S. state and local | 458,000 | 943,000 | ||||||||||||
Non-U.S. | 580,000 | 404,000 | ||||||||||||
Subtotal deferred | 3,331,000 | 8,877,000 | ||||||||||||
Income tax benefit (expense) | $ (5,701,000) | $ 3,825,000 | $ (12,055,000) | $ (7,938,000) | $ 4,465,000 | $ (6,087,000) | $ 0 | $ 0 | $ (1,622,000) | $ 0 | $ (21,869,000) | $ (1,622,000) | $ 0 | |
[1] | The consolidated financial statements for the year ended December 31, 2015 represent the Company’s results of operations following the NSAM Spin-off on June 30, 2014. The year ended December 31, 2014 includes: (i) the Company’s results of operations for the six months ended December 31, 2014, which represents the activity following the NSAM Spin-off; and (ii) the Company’s results of operations for the six months ended June 30, 2014, which represents a carve-out of its historical financial information including revenues and expenses attributable to the Company, related to NorthStar Realty’s historical asset management business. The year ended December 31, 2013 was prepared on the same basis as the six months ended June 30, 2014. As a result, the year ended December 31, 2015 may not be comparable to the prior periods presented. |
Income Taxes - Tax Effects of T
Income Taxes - Tax Effects of Temporary Differences (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax asset | ||
Equity-based compensation | $ 7,944 | $ 3,006 |
Investments in unconsolidated ventures | 3,846 | 149 |
Other | 244 | 0 |
Total deferred tax asset | 12,034 | 3,155 |
Deferred tax liability | ||
State tax deduction | 811 | 0 |
Intangible assets | 0 | 60 |
Other | 343 | 0 |
Total deferred tax liability | $ 1,154 | $ 60 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Provision for Income Taxes (Expense) Benefit (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | [1] | Dec. 31, 2013 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||||||||||||||
U.S. federal statutory income tax rate | 35.00% | 35.00% | ||||||||||||
U.S. state and local income taxes | 2.90% | 1.40% | ||||||||||||
Change in valuation allowance | (21.30%) | 0.00% | ||||||||||||
Permanent items | 4.40% | 4.50% | ||||||||||||
Effect of foreign operations taxed at various rates | (17.90%) | (24.50%) | ||||||||||||
Other | 0.10% | (1.10%) | ||||||||||||
Effective income tax rate | 3.20% | 15.30% | ||||||||||||
Income tax (benefit) expense | $ 5,701,000 | $ (3,825,000) | $ 12,055,000 | $ 7,938,000 | $ (4,465,000) | $ 6,087,000 | $ 0 | $ 0 | $ 1,622,000 | $ 0 | $ 21,869,000 | $ 1,622,000 | $ 0 | |
[1] | The consolidated financial statements for the year ended December 31, 2015 represent the Company’s results of operations following the NSAM Spin-off on June 30, 2014. The year ended December 31, 2014 includes: (i) the Company’s results of operations for the six months ended December 31, 2014, which represents the activity following the NSAM Spin-off; and (ii) the Company’s results of operations for the six months ended June 30, 2014, which represents a carve-out of its historical financial information including revenues and expenses attributable to the Company, related to NorthStar Realty’s historical asset management business. The year ended December 31, 2013 was prepared on the same basis as the six months ended June 30, 2014. As a result, the year ended December 31, 2015 may not be comparable to the prior periods presented. |
Quarterly Financial Informati74
Quarterly Financial Information (Unaudited) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | [2] | Dec. 31, 2013 | |||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Asset management and other fees, related parties | $ 77,257,000 | $ 78,994,000 | $ 90,358,000 | $ 61,379,000 | $ 69,438,000 | $ 56,521,000 | $ 13,110,000 | $ 8,669,000 | $ 307,988,000 | [1] | $ 147,738,000 | [1] | $ 26,633,000 | [1] | ||
Selling commission and dealer manager fees, related parties | 39,543,000 | 29,104,000 | 28,337,000 | 29,923,000 | 49,553,000 | 27,149,000 | 19,313,000 | 14,548,000 | 126,907,000 | 110,563,000 | 62,572,000 | |||||
Commission expense | 36,379,000 | 26,978,000 | 26,338,000 | 27,695,000 | 47,039,000 | 25,691,000 | 18,138,000 | 13,560,000 | 117,390,000 | 104,428,000 | 57,325,000 | |||||
Interest expense | 778,000 | 0 | 0 | 0 | 778,000 | 0 | 0 | |||||||||
Transaction costs | 0 | 0 | 21,926,000 | 2,550,000 | 9,665,000 | 24,476,000 | 1,590,000 | |||||||||
Total general and administrative expenses | 44,403,000 | 40,970,000 | 41,962,000 | 31,868,000 | 43,500,000 | 32,719,000 | 14,850,000 | 15,503,000 | 159,203,000 | 106,572,000 | 32,873,000 | |||||
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) | 22,251,000 | 37,785,000 | 50,177,000 | 30,778,000 | 27,408,000 | 24,905,000 | (22,247,000) | (8,305,000) | 140,991,000 | 21,761,000 | (1,995,000) | |||||
Income (loss) before income taxes | 24,712,000 | 37,729,000 | 50,267,000 | 29,908,000 | 26,443,000 | 24,831,000 | (22,247,000) | (8,305,000) | 142,616,000 | 20,722,000 | (1,995,000) | |||||
Income tax benefit (expense) | (5,701,000) | 3,825,000 | (12,055,000) | (7,938,000) | 4,465,000 | (6,087,000) | 0 | 0 | $ (1,622,000) | $ 0 | (21,869,000) | (1,622,000) | 0 | |||
Net income (loss) | $ 19,011,000 | $ 41,554,000 | $ 38,212,000 | $ 21,970,000 | $ 30,908,000 | $ 18,744,000 | $ (22,247,000) | $ (8,305,000) | $ 120,747,000 | $ 19,100,000 | $ (1,995,000) | |||||
Earnings (loss) per share: | ||||||||||||||||
Basic (usd per share) | $ 0.10 | $ 0.21 | $ 0.19 | $ 0.11 | $ 0.16 | $ 0.10 | $ (0.12) | $ (0.04) | $ 0.61 | $ 0.10 | $ (0.01) | |||||
Diluted (usd per share) | $ 0.10 | $ 0.21 | $ 0.19 | $ 0.11 | $ 0.16 | $ 0.10 | $ (0.12) | $ (0.04) | $ 0.60 | $ 0.10 | $ (0.01) | |||||
[1] | The Company began earning fees on July 1, 2014, in connection with the management agreement with NorthStar Realty and began earnings fees on November 1, 2015, in connection with the management agreement with NorthStar Europe (refer to Note 1). | |||||||||||||||
[2] | The consolidated financial statements for the year ended December 31, 2015 represent the Company’s results of operations following the NSAM Spin-off on June 30, 2014. The year ended December 31, 2014 includes: (i) the Company’s results of operations for the six months ended December 31, 2014, which represents the activity following the NSAM Spin-off; and (ii) the Company’s results of operations for the six months ended June 30, 2014, which represents a carve-out of its historical financial information including revenues and expenses attributable to the Company, related to NorthStar Realty’s historical asset management business. The year ended December 31, 2013 was prepared on the same basis as the six months ended June 30, 2014. As a result, the year ended December 31, 2015 may not be comparable to the prior periods presented. |
Segment Reporting (Details)
Segment Reporting (Details) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||
Feb. 26, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2014USD ($) | Jun. 30, 2014USD ($) | Dec. 31, 2015USD ($)segment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | ||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Number of segments | segment | 5 | ||||||||||||||||
Asset management and other fees, related parties | $ 77,257,000 | $ 78,994,000 | $ 90,358,000 | $ 61,379,000 | $ 69,438,000 | $ 56,521,000 | $ 13,110,000 | $ 8,669,000 | $ 307,988,000 | [1] | $ 147,738,000 | [1],[2] | $ 26,633,000 | [1] | |||
Selling commission and dealer manager fees, related parties | 39,543,000 | 29,104,000 | 28,337,000 | 29,923,000 | 49,553,000 | 27,149,000 | 19,313,000 | 14,548,000 | 126,907,000 | 110,563,000 | [2] | 62,572,000 | |||||
Commission expense | 36,379,000 | 26,978,000 | 26,338,000 | 27,695,000 | 47,039,000 | 25,691,000 | 18,138,000 | 13,560,000 | 117,390,000 | 104,428,000 | [2] | 57,325,000 | |||||
Interest expense | 778,000 | 0 | 0 | 0 | 778,000 | 0 | [2] | 0 | |||||||||
Salaries and related expense | 68,349,000 | 37,205,000 | [2] | 21,344,000 | |||||||||||||
Equity-based compensation expense | $ 13,700,000 | 57,468,000 | 51,650,000 | [2] | 5,177,000 | ||||||||||||
Other general and administrative expenses | 33,386,000 | 17,717,000 | [2] | 6,352,000 | |||||||||||||
Equity in earnings (losses) of unconsolidated ventures | 1,625,000 | (1,039,000) | [2] | 0 | |||||||||||||
Income tax benefit (expense) | (5,701,000) | 3,825,000 | (12,055,000) | (7,938,000) | 4,465,000 | (6,087,000) | 0 | 0 | $ (1,622,000) | $ 0 | (21,869,000) | (1,622,000) | [2] | 0 | |||
Net income (loss) | 19,011,000 | $ 41,554,000 | $ 38,212,000 | $ 21,970,000 | 30,908,000 | $ 18,744,000 | $ (22,247,000) | $ (8,305,000) | 120,747,000 | 19,100,000 | [2] | (1,995,000) | |||||
Investments in unconsolidated ventures | 88,069,000 | 54,480,000 | 54,480,000 | 88,069,000 | 54,480,000 | ||||||||||||
Balance Sheet: | |||||||||||||||||
Total assets | 374,821,000 | 263,869,000 | 263,869,000 | 374,821,000 | 263,869,000 | 31,709,000 | |||||||||||
Unrealized loss | 4,274,000 | 410,000 | [2] | 0 | |||||||||||||
Subsequent Event | |||||||||||||||||
Balance Sheet: | |||||||||||||||||
Reimbursement revenue | $ 53,600,000 | ||||||||||||||||
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 | 2,000,000 | 0 | |||||||||||||||
Other general and administrative expenses | 0 | ||||||||||||||||
Equity in earnings (losses) of unconsolidated ventures | (1,039,000) | ||||||||||||||||
Income tax benefit (expense) | 0 | ||||||||||||||||
Net income (loss) | (1,039,000) | ||||||||||||||||
Investments in unconsolidated ventures | 54,480,000 | 54,480,000 | 54,480,000 | ||||||||||||||
Balance Sheet: | |||||||||||||||||
Total assets | 54,480,000 | 54,480,000 | 54,480,000 | ||||||||||||||
Operating Income (Loss) | 14,500,000 | ||||||||||||||||
Depreciation and amortization expense | 10,800,000 | ||||||||||||||||
Operating Segments | NorthStar Listed Companies | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Asset management and other fees, related parties | 201,049,000 | 82,759,000 | 0 | ||||||||||||||
Selling commission and dealer manager fees, related parties | 0 | 0 | 0 | ||||||||||||||
Commission expense | 0 | 0 | 0 | ||||||||||||||
Interest expense | 0 | ||||||||||||||||
Salaries and related expense | 0 | 0 | 0 | ||||||||||||||
Equity-based compensation expense | 0 | 0 | 0 | ||||||||||||||
Other general and administrative expenses | 0 | 0 | 0 | ||||||||||||||
Equity in earnings (losses) of unconsolidated ventures | 0 | 0 | |||||||||||||||
Income tax benefit (expense) | 0 | 0 | 0 | ||||||||||||||
Net income (loss) | 201,049,000 | 82,759,000 | 0 | ||||||||||||||
Investments in unconsolidated ventures | 0 | 0 | 0 | ||||||||||||||
Balance Sheet: | |||||||||||||||||
Total assets | 50,924,000 | 60,909,000 | 60,909,000 | 50,924,000 | 60,909,000 | 0 | |||||||||||
Operating Segments | Sponsored Companies | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Asset management and other fees, related parties | 106,939,000 | 64,979,000 | 26,633,000 | ||||||||||||||
Selling commission and dealer manager fees, related parties | 0 | 0 | 0 | ||||||||||||||
Commission expense | 0 | 0 | 0 | ||||||||||||||
Interest expense | 0 | ||||||||||||||||
Salaries and related expense | 0 | 0 | 0 | ||||||||||||||
Equity-based compensation expense | 0 | 0 | 0 | ||||||||||||||
Other general and administrative expenses | 0 | 0 | 0 | ||||||||||||||
Equity in earnings (losses) of unconsolidated ventures | 0 | 0 | |||||||||||||||
Income tax benefit (expense) | 0 | 0 | 0 | ||||||||||||||
Net income (loss) | 106,939,000 | 64,979,000 | 26,617,000 | ||||||||||||||
Investments in unconsolidated ventures | 0 | 0 | 0 | ||||||||||||||
Balance Sheet: | |||||||||||||||||
Total assets | 66,246,000 | 29,458,000 | 29,458,000 | 66,246,000 | 29,458,000 | 23,149,000 | |||||||||||
Operating Segments | Broker Dealer | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Asset management and other fees, related parties | 0 | 0 | 0 | ||||||||||||||
Selling commission and dealer manager fees, related parties | 126,907,000 | 110,563,000 | 62,572,000 | ||||||||||||||
Commission expense | 117,390,000 | 104,428,000 | 57,325,000 | ||||||||||||||
Interest expense | 0 | ||||||||||||||||
Salaries and related expense | 7,786,000 | 6,831,000 | 5,731,000 | ||||||||||||||
Equity-based compensation expense | 2,418,000 | 0 | 0 | ||||||||||||||
Other general and administrative expenses | 6,655,000 | 8,126,000 | 5,977,000 | ||||||||||||||
Equity in earnings (losses) of unconsolidated ventures | 0 | 0 | |||||||||||||||
Income tax benefit (expense) | 0 | 0 | 0 | ||||||||||||||
Net income (loss) | (6,833,000) | (8,916,000) | (6,535,000) | ||||||||||||||
Investments in unconsolidated ventures | 0 | 0 | 0 | ||||||||||||||
Balance Sheet: | |||||||||||||||||
Total assets | 16,470,000 | 17,868,000 | 17,868,000 | 16,470,000 | 17,868,000 | 8,377,000 | |||||||||||
Operating Segments | 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 | ||||||||||||||||
Interest expense | 0 | ||||||||||||||||
Salaries and related expense | 0 | ||||||||||||||||
Equity-based compensation expense | 0 | ||||||||||||||||
Other general and administrative expenses | 0 | ||||||||||||||||
Equity in earnings (losses) of unconsolidated ventures | 1,625,000 | ||||||||||||||||
Income tax benefit (expense) | 0 | ||||||||||||||||
Net income (loss) | 429,000 | ||||||||||||||||
Investments in unconsolidated ventures | 88,069,000 | 88,069,000 | |||||||||||||||
Balance Sheet: | |||||||||||||||||
Total assets | 88,069,000 | 88,069,000 | |||||||||||||||
Operating Segments | Corporate/Other | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Asset management and other fees, related parties | 0 | 0 | 0 | ||||||||||||||
Selling commission and dealer manager fees, related parties | 0 | 0 | 0 | ||||||||||||||
Commission expense | 0 | 0 | 0 | ||||||||||||||
Interest expense | 778,000 | ||||||||||||||||
Salaries and related expense | 60,563,000 | 30,374,000 | 15,613,000 | ||||||||||||||
Equity-based compensation expense | 55,050,000 | 51,650,000 | 5,177,000 | ||||||||||||||
Other general and administrative expenses | 26,731,000 | 9,591,000 | 375,000 | ||||||||||||||
Equity in earnings (losses) of unconsolidated ventures | 0 | 0 | |||||||||||||||
Income tax benefit (expense) | (21,869,000) | (1,622,000) | 0 | ||||||||||||||
Net income (loss) | (180,837,000) | (118,683,000) | (22,077,000) | ||||||||||||||
Investments in unconsolidated ventures | 0 | 0 | 0 | 0 | 0 | ||||||||||||
Balance Sheet: | |||||||||||||||||
Total assets | $ 153,112,000 | $ 101,154,000 | $ 101,154,000 | 153,112,000 | $ 101,154,000 | $ 183,000 | |||||||||||
NorthStar Listed Companies | |||||||||||||||||
Balance Sheet: | |||||||||||||||||
Unrealized Gain (Loss) on Securities | $ (3,800,000) | ||||||||||||||||
[1] | The Company began earning fees on July 1, 2014, in connection with the management agreement with NorthStar Realty and began earnings fees on November 1, 2015, in connection with the management agreement with NorthStar Europe (refer to Note 1). | ||||||||||||||||
[2] | The consolidated financial statements for the year ended December 31, 2015 represent the Company’s results of operations following the NSAM Spin-off on June 30, 2014. The year ended December 31, 2014 includes: (i) the Company’s results of operations for the six months ended December 31, 2014, which represents the activity following the NSAM Spin-off; and (ii) the Company’s results of operations for the six months ended June 30, 2014, which represents a carve-out of its historical financial information including revenues and expenses attributable to the Company, related to NorthStar Realty’s historical asset management business. The year ended December 31, 2013 was prepared on the same basis as the six months ended June 30, 2014. As a result, the year ended December 31, 2015 may not be comparable to the prior periods presented. |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 24, 2016 | Jan. 29, 2016 | Nov. 03, 2015 | Aug. 04, 2015 | May. 05, 2015 | Feb. 25, 2015 | Dec. 31, 2015 |
Subsequent Event [Line Items] | |||||||
Dividends declared per share of common stock (usd per share) | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.1 | |||
Townsend Group | |||||||
Subsequent Event [Line Items] | |||||||
Ownership interest acquired, definitive agreement | 84.00% | ||||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Dividends declared per share of common stock (usd per share) | $ 0.10 | ||||||
Subsequent Event | Townsend Group | |||||||
Subsequent Event [Line Items] | |||||||
Ownership interest acquired, definitive agreement | 84.00% | ||||||
Amount of real assets managed or advisor to | $ 184,000 | ||||||
Consideration for acquisition | $ 383 |
Subsequent Events - Townsend Pr
Subsequent Events - Townsend Pro Forma (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Subsequent Events [Abstract] | ||
Pro forma total revenues | $ 493,453 | $ 313,177 |
Pro forma net income (loss) attributable to NorthStar Asset Management Group Inc. common stockholders | $ 118,129 | $ 12,781 |
Pro forma EPS - basic (in dollars per share) | $ 0.60 | $ 0.07 |
Pro forma EPS - diluted (in dollars per share) | $ 0.59 | $ 0.07 |