Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 04, 2016 | |
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 | |
Amendment Flag | false | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Entity Common Stock, Shares Outstanding | 189,001,185 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Assets | ||
Cash | $ 59,614 | $ 84,707 |
Restricted cash | 19,623 | 36,780 |
Receivables, net | 109,012 | 93,809 |
Investments in unconsolidated ventures | 99,209 | 88,069 |
Securities, at fair value | 33,297 | 46,215 |
Intangible assets, net | 198,826 | 0 |
Goodwill | 251,285 | 0 |
Other assets | 44,647 | 25,241 |
Total assets | 815,513 | 374,821 |
Liabilities | ||
Term loan, net | 468,943 | 0 |
Credit facility | 0 | 100,000 |
Accounts payable and accrued expenses | 53,841 | 90,160 |
Commission payable | 1,174 | 6,988 |
Other liabilities | 25,943 | 930 |
Total liabilities | 549,901 | 198,078 |
Commitments and contingencies | ||
Redeemable non-controlling interests | 75,181 | 0 |
Equity | ||
Performance common stock, $0.01 par value, 500,000,000 shares authorized, 5,210,113 and 4,213,156 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively | 52 | 42 |
Preferred stock, $0.01 par value, 100,000,000 shares authorized, no shares issued and outstanding as of June 30, 2016 and December 31, 2015 | 0 | 0 |
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 189,039,157 and 185,685,124 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively | 1,890 | 1,857 |
Additional paid-in capital | 231,687 | 208,318 |
Accumulated other comprehensive income (loss) | (141) | 0 |
Retained earnings (accumulated deficit) | (44,845) | (35,152) |
Total NorthStar Asset Management Group Inc. stockholders’ equity | 188,643 | 175,065 |
Non-controlling interests | 1,788 | 1,678 |
Total equity | 190,431 | 176,743 |
Total liabilities and equity | $ 815,513 | $ 374,821 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
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) | 189,039,157 | 185,685,124 |
Common stock, shares outstanding (shares) | 189,039,157 | 185,685,124 |
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) | 5,210,113 | 4,213,156 |
Performance stock, shares outstanding (shares) | 5,210,113 | 4,213,156 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Revenues | |||||
Asset management and other fees | $ 90,081,000 | $ 90,358,000 | $ 186,361,000 | $ 151,737,000 | |
Selling commission and dealer manager fees, related parties | 4,888,000 | 28,337,000 | 11,259,000 | 58,260,000 | |
Other income | 2,126,000 | 434,000 | 5,901,000 | 835,000 | |
Total revenues | 97,095,000 | 119,129,000 | 203,521,000 | 210,832,000 | |
Expenses | |||||
Commission expense | 4,471,000 | 26,338,000 | 10,417,000 | 54,034,000 | |
Interest expense | 6,922,000 | 0 | 12,086,000 | 0 | |
Transaction costs | 17,753,000 | 73,000 | 25,072,000 | 375,000 | |
Other expenses | 2,071,000 | 213,000 | 3,448,000 | 469,000 | |
General and administrative expenses | |||||
Compensation expense | [1] | 33,960,000 | 32,707,000 | 71,131,000 | 58,470,000 |
Other general and administrative expenses | 10,599,000 | 9,255,000 | 20,922,000 | 15,360,000 | |
Total general and administrative expenses | 44,559,000 | 41,962,000 | 92,053,000 | 73,830,000 | |
Depreciation and amortization | 2,536,000 | 429,000 | 4,445,000 | 884,000 | |
Total expenses | 78,312,000 | 69,015,000 | 147,521,000 | 129,592,000 | |
Unrealized gain (loss) on investments and other | (4,638,000) | 63,000 | (15,302,000) | (285,000) | |
Realized gain (loss) on investments and other | 0 | 0 | (874,000) | 0 | |
Income (loss) before equity in earnings (losses) of unconsolidated ventures and income tax benefit (expense) | 14,145,000 | 50,177,000 | 39,824,000 | 80,955,000 | |
Equity in earnings (losses) of unconsolidated ventures | (852,000) | 90,000 | (5,282,000) | (781,000) | |
Income (loss) before income tax benefit (expense) | 13,293,000 | 50,267,000 | 34,542,000 | 80,174,000 | |
Income tax benefit (expense) | (1,154,000) | (12,055,000) | (3,623,000) | (19,992,000) | |
Net income (loss) | 12,139,000 | 38,212,000 | 30,919,000 | 60,182,000 | |
Net (income) loss attributable to non-controlling interests | (111,000) | (188,000) | (286,000) | (390,000) | |
Net (income) loss attributable to redeemable non-controlling interests | (1,104,000) | 0 | (2,136,000) | 0 | |
Net income (loss) attributable to NorthStar Asset Management Group Inc. common stockholders | $ 10,924,000 | $ 38,024,000 | $ 28,497,000 | $ 59,792,000 | |
Earnings (loss) per share: | |||||
Basic (in dollars per share) | $ 0.06 | $ 0.19 | $ 0.15 | $ 0.30 | |
Diluted (in dollars per share) | $ 0.06 | $ 0.19 | $ 0.15 | $ 0.30 | |
Weighted average number of shares: | |||||
Basic (shares) | 183,324,975 | 189,599,300 | 183,176,749 | 189,574,426 | |
Dilutive (shares) | 185,116,917 | 193,809,104 | 184,968,800 | 193,664,493 | |
Dividends per share of common stock (in dollars per share) | $ 0.10 | $ 0.10 | $ 0.20 | $ 0.20 | |
Equity-based compensation expense | $ 13,637,000 | $ 15,002,000 | $ 30,770,000 | $ 28,620,000 | |
[1] | The three months ended June 30, 2016 and 2015 include $13.6 million and $15.0 million, respectively, of equity-based compensation expense. The six months ended June 30, 2016 and 2015 include $30.8 million and $28.6 million, respectively, of equity-based compensation expense. Refer to Note 9 for further disclosure. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 12,139 | $ 38,212 | $ 30,919 | $ 60,182 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment, net | (193) | 0 | (141) | 0 |
Total other comprehensive income (loss) | (193) | 0 | (141) | 0 |
Comprehensive income (loss) | 11,946 | 38,212 | 30,778 | 60,182 |
Comprehensive (income) loss attributable to non-controlling interests | (111) | (188) | (286) | (390) |
Comprehensive (income) loss attributable to redeemable non-controlling interests | (1,104) | 0 | (2,136) | 0 |
Comprehensive income (loss) attributable to NorthStar Asset Management Group Inc. | $ 10,731 | $ 38,024 | $ 28,356 | $ 59,792 |
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 | Accumulated other comprehensive income (loss) | Retained Earnings (Accumulated Deficit) | Non-controlling Interests |
Beginning Balance (shares) at Dec. 31, 2014 | 3,738 | 192,948 | ||||||
Beginning Balance at Dec. 31, 2014 | $ 201,748 | $ 201,748 | $ 37 | $ 1,930 | $ 276,874 | $ 0 | $ (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, net (shares) | 49 | |||||||
Settlement of RSUs to common stock, net | (7,227) | (7,227) | (7,227) | |||||
Dividends on common stock and equity-based compensation | (78,391) | (77,853) | (77,853) | (538) | ||||
Excess tax benefit from equity-based compensation | (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 | 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 | 0 | (35,152) | 1,678 |
Increase (Decrease) in Stockholders' Equity | ||||||||
Amortization of equity-based compensation | 30,890 | 28,981 | 28,981 | 1,909 | ||||
Issuance of common stock related to transactions (shares) | 94 | |||||||
Issuance of common stock related to transactions | 1,010 | 1,010 | $ 1 | 1,009 | ||||
Issuance of common stock relating to equity-based compensation, net of forfeitures (shares) | 2,240 | |||||||
Issuance of common stock relating to equity-based compensation, net of forfeitures | (4,561) | (4,561) | $ 22 | (4,583) | ||||
Issuance of restricted stock related to Townsend (shares) | 658 | |||||||
Issuance of restricted stock related to Townsend | 0 | $ 6 | (6) | |||||
Issuance of performance common stock (shares) | 997 | |||||||
Issuance of performance common stock | 0 | $ 10 | (10) | |||||
Settlement of RSUs to common stock, net (shares) | 362 | |||||||
Settlement of RSUs to common stock, net | (3,152) | (3,152) | $ 4 | (3,156) | ||||
Dividends on common stock and equity-based compensation | (38,549) | (38,190) | (38,190) | (359) | ||||
Excess tax benefit from equity-based compensation | (592) | (592) | (592) | |||||
Reallocation of non-controlling interests in Operating Partnership | 0 | 1,726 | 1,726 | (1,726) | ||||
Other comprehensive income (loss) | (141) | (141) | (141) | |||||
Net income (loss) | 28,783 | 28,497 | 28,497 | 286 | ||||
Ending Balance (shares) at Jun. 30, 2016 | 5,210 | 189,039 | ||||||
Ending Balance at Jun. 30, 2016 | $ 190,431 | $ 188,643 | $ 52 | $ 1,890 | $ 231,687 | $ (141) | $ (44,845) | $ 1,788 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 30,919 | $ 60,182 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Equity in (earnings) losses of unconsolidated ventures | 5,282 | 781 |
Impairment on convertible debt | 270 | 0 |
Depreciation and amortization | 4,446 | 884 |
Amortization of deferred financing costs | 1,922 | 0 |
Amortization of equity-based compensation | 30,538 | 28,388 |
Unrealized (gain) loss on investments and other | 15,302 | 285 |
Realized (gain) loss on investments and other | 874 | 0 |
Deferred income tax, net | (4,352) | 4,487 |
Other income | (1,838) | 0 |
Distribution from unconsolidated ventures | 318 | 2,108 |
Straight line rental expense | (348) | 354 |
Change in assets and liabilities: | ||
Restricted cash | 19,588 | (8,770) |
Receivables, net | 6,029 | (12,515) |
Other assets | 3,961 | (5,339) |
Other liabilities | (1,861) | 408 |
Accounts payable and accrued expenses | (65,453) | 11,258 |
Commission payable | (5,637) | (6,549) |
Net cash provided by (used in) operating activities | 39,960 | 75,962 |
Cash flows from investing activities: | ||
Acquisition of Townsend, net | (377,355) | 0 |
Investment in convertible debt | (1,092) | 0 |
Investments in unconsolidated ventures | (4,313) | (35,631) |
Settlement of acquisition of securities | (7,612) | 0 |
Distribution from unconsolidated ventures | 6,867 | 3,189 |
Net cash provided by (used in) investing activities | (383,505) | (32,442) |
Cash flows from financing activities: | ||
Borrowings from term loan | 500,000 | 0 |
Repayment of term loan | (1,250) | 0 |
Repayment of credit facility | (100,000) | 0 |
Payment of financing costs | (31,421) | 0 |
Repurchase of shares related to equity-based awards and tax withholding | (7,881) | (12,747) |
Excess tax benefit from equity-based compensation | (592) | 0 |
Dividends | (38,154) | (39,035) |
Distributions to redeemable non-controlling interests | (2,482) | 0 |
Contributions from redeemable non-controlling interests | 500 | 0 |
Net cash provided by (used in) financing activities | 318,720 | (51,782) |
Effect of foreign exchange rate changes on cash | (268) | (285) |
Net increase (decrease) in cash | (25,093) | (8,547) |
Cash - beginning of period | 84,707 | 109,199 |
Cash - end of period | 59,614 | 100,652 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Reallocation of non-controlling interests in Operating Partnership | 1,726 | 0 |
Acquisition of securities | 1,316 | 0 |
Contributions from redeemable non-controlling interests | 75,202 | 0 |
Issuance of common stock related to settlement of award | 1,010 | 0 |
Dividend payable related to RSUs | 398 | 289 |
Reclassification related to measurement adjustments/other | 4,400 | 0 |
Assumption of deferred tax liability | 5,517 | 0 |
Conversion of Deferred LTIP Units to LTIP Units | 0 | 4,400 |
Retirement of common shares | 0 | 4,999 |
Distribution from unconsolidated ventures | $ 0 | $ 231 |
Business and Organization
Business and Organization | 6 Months Ended |
Jun. 30, 2016 | |
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. NSAM LP, a Delaware limited partnership and the operating partnership of the Company (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. 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. On October 31, 2015, NorthStar Realty completed the 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. The Company has a substantial business raising and managing capital in the retail marketplace accessing a variety of pools of capital and through various vehicles that include REITs, closed-end funds and others that the Company may form in the future. The Company earns various fees from managing this capital and refers to this platform as the Company’s Retail Business. Certain of the Company’s affiliates also manage NorthStar Realty’s previously sponsored non-traded companies which raise capital through the retail market, as well as any new non-traded company and any future sponsored company that raises capital from retail investors (referred to as the “Retail 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. Such investments have included the acquisition of an 84% interest in Townsend Holdings LLC (or “Townsend”), a 43% interest in American Healthcare Investors LLC (or the “AHI Interest”) and a 45% interest in Island Hospitality Management Inc. (the “Island Interest”). On January 29, 2016, the Company acquired an approximate 84% interest in Townsend (the “Townsend Acquisition Date”), a leading global provider of investment management and advisory services focused on real assets. Founded in 1983, Townsend is the manager or advisor to $176.4 billion of real assets as of June 30, 2016 . Townsend’s management team owns the remainder of the business and continues to direct day-to-day operations, subject to the oversight and direction of its board of directors which is controlled by the Company. 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 United States Securities and Exchange Commission (“SEC”) which raises capital in the retail market for the Retail Companies. Merger Agreement with NorthStar Realty and Colony Capital, Inc. In June 2016, the Company announced that it entered into a merger agreement with NorthStar Realty and Colony Capital, Inc. (“Colony”) under which the companies will combine in an all-stock merger of equals transaction to create an internally-managed, diversified real estate and investment management platform (the “Mergers”). The transaction has been unanimously approved by the Special Committees and board of directors of NorthStar Realty and the Company and the board of directors of Colony. Under the terms of the merger agreement, the Company will redomesticate to Maryland and elect to be treated as a REIT beginning in 2017 and NorthStar Realty and Colony, through a series of transactions, will merge with and into the redomesticated NSAM, which will be renamed Colony NorthStar, Inc. The Company’s common stockholders will receive one share of Colony NorthStar’s common stock for each share of common stock they own. Upon completion of the transaction, NorthStar Realty stockholders will own approximately 33.90% , Colony stockholders will own approximately 33.25% and the Company’s stockholders will own approximately 32.85% of the combined company on a fully diluted basis, excluding the effect of certain equity-based awards issuable in connection with the Mergers. Prior to the closing of the Mergers, the Company expects its board of directors or a duly authorized committee thereof to declare a special cash dividend in the amount of $128 million to common stockholders. The transaction is expected to close in January 2017, subject to, among other things, regulatory approvals and the receipt of the Company’s, Colony’s and NorthStar Realty’s respective stockholder approvals. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Quarterly Presentation The accompanying unaudited consolidated financial statements and related notes of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and note disclosures normally included in the consolidated financial statements prepared under U.S. GAAP have been condensed or omitted. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 , which was filed with the SEC. Principles of Consolidation The consolidated financial statements include the accounts of the Company, the Operating Partnership and their consolidated subsidiaries. The Company consolidates variable interest entities (“VIE”) where the Company is the primary beneficiary and voting interest entities which are generally majority owned or otherwise controlled by the Company. All significant intercompany balances are eliminated in consolidation. Variable Interest Entities A 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 may record the change in fair value for its share of the projected future cash flow or may follow the practical expedient of the net asset value of the underlying fund investment based on the most recent available information, which is generally on a one quarter lag. The Company will record the change 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. The Company reviews its investments in unconsolidated ventures for which the Company did not elect the fair value option on a quarterly basis, or more frequently as necessary, to assess whether there are any indicators that the value may be impaired or that its carrying value may not be recoverable. An investment is considered impaired if the projected net recoverable amount over the expected holding period is less than the carrying value. In conducting this review, the Company considers U.S. and global macroeconomic factors, including real estate sector conditions, together with investment specific and other factors. To the extent an impairment has occurred and is considered to be other than temporary, the loss is measured as the excess of the carrying value of the investment over the estimated fair value and recorded in equity in earnings (losses) of unconsolidated ventures in the consolidated statements of operations. 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 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. Redeemable Non-controlling Interests A redeemable non-controlling interest is the non-controlling interest in a subsidiary in which the holders have the ability to require the Company to repurchase interests in the subsidiary. These interests are presented as redeemable non-controlling interests, outside of permanent equity on the consolidated balance sheets and presented separately as net income (loss) and other comprehensive income (loss) attributable to redeemable non-controlling interests. The Company records the redeemable non-controlling interest at its redemption value and adjusts the carrying amount of such interest to the redemption value at the end of each reporting period, but such amount will not be less than the initial carrying amount. An allocation to a redeemable non-controlling interest may differ from the stated ownership percentage interest in such entity as a result of a preferred return and allocation formula, if any, as described in such governing documents. Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that could affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates and assumptions. Reclassifications Certain prior period amounts have been reclassified in the consolidated financial statements to conform to current period presentation. Cash The Company considers all highly-liquid investments with an original maturity date of three months or less and deposits held with third parties that are readily convertible to cash to be cash equivalents. Cash, including amounts restricted at certain banks and financial institutions and amounts held outside of the United States, may at times exceed insurable amounts. 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. Business Combinations The Company accounts for purchases of assets that qualify as business combinations using the acquisition method where the purchase price is allocated to tangible and intangible assets acquired based on estimated fair value. The excess of the fair value of purchase consideration over the fair value of these identifiable assets is recorded as goodwill. Such valuation requires management to make significant estimates and assumptions, especially with respect to intangible assets including, but not limited to, customer relationships, acquired technology and trade names. Management’s estimate of fair value is based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ materially from estimates. During the measurement period, which is one year from the acquisition date, the Company may record adjustments to the assets acquired, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in earnings. On January 29, 2016, the Company acquired an approximate 84% interest in Townsend for $383.0 million , net of post closing adjustments. The following table presents the initial allocation of the purchase price of the assets acquired and the liabilities assumed upon the closing of Townsend that continues to be subject to refinement upon receipt of all information (dollars in thousands): Assets: Cash $ 14,318 Investments in unconsolidated ventures (1) 17,738 Intangible assets, net 202,070 Goodwill (2)(3) 251,285 Other assets acquired 42,546 Total assets $ 527,957 Liabilities: Accounts payable and accrued expenses $ 34,312 Other liabilities acquired 26,841 Total liabilities 61,153 Redeemable non-controlling interests 75,202 Total equity (4) 391,602 Total liabilities and equity $ 527,957 _____________________ (1) Represents Townsend’s interest in real estate private equity funds sponsored by Townsend (“Townsend Funds”) (refer to Note 4). (2) The Company expects $171.5 million of goodwill to be deductible for tax purposes. (3) Goodwill includes $5.5 million related to a share deal acquisition of the seller’s corporate entity. The deferred tax liability and corresponding goodwill are recorded at acquisition based on differences between book and tax basis. (4) Represents the Company’s investment in Townsend prior to a post closing adjustment of $7.6 million relating to a distribution of excess cash to the Company. For the three months ended June 30, 2016 , the Company recorded revenue of $17.8 million and net income of $6.8 million . From the Townsend Acquisition Date through June 30, 2016 , the Company recorded revenue of $29.9 million and net income of $11.3 million . The following table presents unaudited consolidated pro forma results of operations based on the Company’s historical financial statements and adjusted for the acquisition of Townsend and related borrowing as if it occurred on January 1, 2015. The unaudited pro forma amounts were prepared for comparative purposes only and are not indicative of what actual 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): Three Months Ended June 30, Six Months Ended June 30, 2016 (1)(2) 2015 2016 (1) 2015 Pro forma total revenues $ 97,095 $ 134,754 $ 207,402 $ 240,889 Pro forma net income (loss) attributable to common stockholders $ 10,924 $ 36,612 $ 34,767 $ 55,978 Pro forma EPS - basic $ 0.06 $ 0.19 $ 0.18 $ 0.28 Pro forma EPS - diluted $ 0.06 $ 0.18 $ 0.18 $ 0.28 _____________________ (1) Excludes non-recurring transaction costs and prior compensation arrangements of Townsend. (2) No adjustment to pro forma as the acquisition of Townsend is already reflected for the three months ended June 30, 2016 . Intangible Assets The Company records acquired identified intangibles, which includes intangible assets (such as goodwill and other intangibles), based on estimated fair value. Other intangible assets are amortized into depreciation and amortization expense on a straight-line basis over the estimated useful life. Goodwill represents the excess of the purchase price over the fair value of net tangible and intangible assets acquired in a business combination and is not amortized. The Company performs an annual impairment test for goodwill and evaluates the recoverability whenever events or changes in circumstances indicate that the carrying value of goodwill may not be fully recoverable. In making such assessment, qualitative factors are used to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the estimated fair value of the reporting unit is less than its carrying value, then an impairment loss is recorded. The following table presents identified intangibles as of June 30, 2016 (dollars in thousands): Gross Amount Estimated Useful Life in Years Accumulated Amortization Net Intangible assets: Customer relationships $ 188,250 25 to 30 years $ (2,925 ) $ 185,325 Trade names 13,610 20 years (284 ) 13,326 Proprietary technology 210 3 years (35 ) 175 Subtotal intangible assets 202,070 (3,244 ) 198,826 Goodwill 251,285 — 251,285 Total $ 453,355 $ (3,244 ) $ 450,111 The following table presents annual amortization of intangible assets (dollars in thousands): July 1 through December 31, 2016 $ 3,893 Years Ending December 31: 2017 7,785 2018 7,750 2019 7,701 2020 7,701 Thereafter 163,996 Total $ 198,826 Other Assets and Liabilities and Accounts Payable and Accrued Expenses The following tables present a summary of other assets, other liabilities and accounts payable and accrued expenses as of June 30, 2016 and December 31, 2015 (dollars in thousands): June 30, 2016 (Unaudited) December 31, 2015 Other assets: Deferred tax asset, net $ 15,063 $ 10,880 Prepaid expenses 6,411 4,781 Prepaid income taxes 10,238 — Furniture, fixtures and equipment, net 4,489 4,333 Pending deal costs 3,890 625 Security deposits 2,784 2,380 Convertible debt, net (1) 781 — Due from participating broker-dealers 181 398 Deferred financing costs, net — 912 Other 810 932 Total $ 44,647 $ 25,241 June 30, 2016 (Unaudited) December 31, 2015 Other liabilities: Townsend Funds liability (2) $ 15,881 $ — Deferred tax liability, net (3) 5,892 — Deposit payable 2,415 — Deferred incentive fees (4) 1,001 — Other 754 930 Total $ 25,943 $ 930 ________________ (1) Represents a convertible debt investment in Distributed Finance Corporation (“Distributed Finance”). For the three months ended June 30, 2016 , the Company recorded $0.3 million of impairment on such investment. (2) Represents an obligation to the sellers who are entitled to approximately 84% of the value of the Townsend Funds at the Townsend Acquisition Date, along with any income related to capital contributed prior to acquisition. The Company is obligated to fund contributions and is entitled to any income on such contributions subsequent to the Townsend Acquisition Date (refer to Note 4). (3) Primarily represents deferred tax liability related to the Townsend acquisition related to a share deal acquisition of the seller’s corporate entity. The deferred tax liability and corresponding goodwill are recorded at acquisition based on differences between the book and tax basis. (4) Represents incentive fees received that are not yet earned related to the Townsend Funds (refer to below) and as a result, represents a contingent obligation. June 30, 2016 (Unaudited) December 31, 2015 Accounts payable and accrued expenses: Accrued bonus and related taxes $ 19,294 $ 63,935 Incentive fee compensation (1) 10,652 — Accrued operating expenses 11,883 8,771 Accrued payroll 5,272 1,312 Accrued interest payable 3,982 92 Dividends payable related to equity-based awards 759 574 Accrued equity-based compensation awards (refer to Note 9) 683 763 Accrued participating interest buyout (2) — 8,110 Share purchase payable (3) 1,316 6,603 Total $ 53,841 $ 90,160 __________________ (1) Approximately 50% of incentive fees received by the Townsend Funds are due to certain employees of Townsend. Payment is made to such employees when such incentive fee income is earned and approved by executive management of Townsend (refer to below). The Company records the expense in compensation expense in the consolidated statements of operations when payment becomes probable and reasonably estimable but no later than the period in which the underlying income is recognized. (2) Represents a one-time buyout in satisfaction of all participating interests related to non-executive incentive interests in the advisor to our first sponsored Retail Company (refer to Note 3). (3) Relates to the purchase of NorthStar Realty and NorthStar Europe shares, which were settled in January 2016 and July 2016, respectively (refer to Note 6). 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. Securities The Company elected to apply the fair value option for its securities investments 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. Dividend income is recorded in other income in the consolidated statements of operations. Revenue Recognition Asset Management and Other Fees Asset management and other fees include base and incentive fees earned from NorthStar Listed Companies, acquisition, disposition and other fees earned from the Retail Companies and fees earned from clients and limited partners of Townsend. 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. Incentive fees that are subject to contingent repayment are not recognized as revenue until all related contingencies have been resolved. 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 Retail Companies through NorthStar Securities. Selling commission, dealer manager fees and commission expense are accrued on a trade date basis. As of June 30, 2016 , commission payable of $1.2 million includes $0.2 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 June 30, 2016 , there was no allowance for doubtful accounts. Equity-Based Compensation The Company accounts for equity-based compensation awards, including awards granted to co-employees (refer to Note 9), 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 a foreign currency are translated using the currency exchange rate in effect at the end of the period presented and the results of operations for such entities are translated into U.S. dollars using the average currency exchange rate in effect during the period. The resulting foreign currency translation adjustment is recorded as a component of accumulated OCI in the consolidated statements of equity. 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 reports consolidated comprehensive income (loss) in a separate statement following the consolidated statements of operations. Comprehensive income (loss) is defined as a change in equity resulting from net income (loss) and OCI. The component of OCI includes an adjustment for foreign currency translation. 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. Other Refer to Note 2 of the consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 for further disclosure of the Company’s significant accounting policies. 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 adopted this guidance in the first quarter 2016 and determined under the new guidance the Company’s Operating Partnership is considered a VIE. The Company is the primary beneficiary of the VIE, the VIE’s assets can be used for purposes other than the settlement of the VIE’s obligations and the Company’s partnership interest is considered a majority voting interest. As such, this standard did not have a material impact on the consolidated financial position or results of operations. In May 2015, the FASB issued updated guidance that removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015 and should be applied retrospectively to all periods presented. Early adoption is permitted. In the first quarter 2016, the Company adopted this guidance and, as a result, $21.5 million of Townsend Funds is not included in Level 3 within the fair value hierarchy as of June 30, 2016. The Company did no t have any investments measured using net asset value as of December 31, 2015. 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 thos |
Management Agreements
Management Agreements | 6 Months Ended |
Jun. 30, 2016 | |
Management Agreements [Abstract] | |
Management Agreements | Management Agreements The following table presents asset management and other fees earned from our Managed Companies and Townsend (dollars in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 NorthStar Listed Companies (1) $ 50,156 $ 51,744 $ 100,184 $ 99,995 Retail Companies 22,116 38,614 56,263 51,742 Institutional Capital (2) 17,809 — 29,914 — Total $ 90,081 $ 90,358 $ 186,361 $ 151,737 _________________ (1) The Company began earning fees from NorthStar Europe on November 1, 2015. (2) Represents fees earned through the Company’s investment in Townsend. The Company began earning fees on the Townsend Acquisition Date. The Company was also entitled to $1.8 million of management and other fees from January 14, 2016 to the Townsend Acquisition Date, which was recorded net of operating expenses in other income. 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 supervision and management by each 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 over $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 to, among other things, adjust the annual base management fee and incentive fee hurdles for the NRE Spin-off. Upon completion of the Mergers, the management agreement with NorthStar Realty will cease to exist. 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) $186 million $14 million Incentive fee hurdle to CAD per share (2) 15% Excess of $0.68 and up to $0.78 (3) Excess of $0.30 and up to $0.36 25% Excess of $0.78 (3) Excess of $0.36 Base management fee Three months ended June 30, 2016 $46.7 million $3.5 million Three months ended June 30, 2015 (4) $48.2 million — Six months ended June 30, 2016 $93.2 million $7.0 million Six months ended June 30, 2015 (4) $93.6 million — Incentive fee Three months ended June 30, 2016 — — Three months ended June 30, 2015 (4) $3.5 million — Six months ended June 30, 2016 — — Six months ended June 30, 2015 (4) $6.4 million — __________________ (1) 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 (excluding units issued to the parent company and 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. (2) 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. (3) After giving effect to NorthStar Realty’s reverse stock split in October 2015 and the NRE Spin-off. (4) The Company began earnings fees on November 1, 2015 from 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 which may be allocated based on various methodologies, such as weighted average employee count or 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. Such amounts are recorded net in general and administrative expense in the consolidated statements of operations. 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. For the three months ended June 30, 2016 and 2015 , the Company allocated $0.2 million and $0.8 million , respectively, of costs to NorthStar Listed Companies. For the six months ended June 30, 2016 and 2015 , the Company allocated $0.5 million and $2.8 million , respectively, of costs to NorthStar Listed Companies. Retail Companies The following table presents a summary of the fee arrangements with the current Retail 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”); NorthStar Corporate Income Fund (“NorthStar Corporate Fund”) and NorthStar Real Estate Capital Income Fund (“NorthStar Capital Fund”): NorthStar NorthStar NorthStar NorthStar/RXR NorthStar NorthStar Income Healthcare Income II New York Metro (9) Corporate Fund (12) Capital Fund (17) Offering amount (1) $1.2 billion $2.1 billion $1.65 billion $2.0 billion (10) $3.2 billion (13) $3.2 billion (13) Total capital raised through August 2, 2016 (2) $1.3 billion $1.8 billion (8) $1.1 billion $2.7 million (10) $2.2 million (14) $2.2 million (17) Total investments as of June 30, 2016 $1.9 billion $3.4 billion $1.3 billion $4.9 million $1.4 million 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 CRE Debt and Equity Primary offering period Completed July 2013 Completed January 2016 (8) Ends November 2016 Ends February 2018 (11) Ends March 2019 (11) Ends March 2019 (11) Asset Management and Other Fees: Asset management fees 1.25% of assets (3) 1.00% of assets (3) 1.25% of assets (3) 1.25% of assets (3) 2.0% of average gross assets (16) 2.0% of average gross assets (16) 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 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 N/A Incentive payments 15.00% of net cash flows after an 8.00% return (6) 15.00% of net cash flows after a 6.75% return (6)(7) 15.00% of net cash flows after a 7.00% return (6) 15.00% of net cash flows after a 6.00% return (15) (15) ________________ (1) Represents amount of shares registered to offer pursuant to each Retail Company’s public offering, distribution reinvestment plan and follow-on public offering. (2) Includes capital raised through distribution 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 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 Retail 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 Retail 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 initial 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) NorthStar/RXR New York Metro’s amended registration statement to offer an additional class of common shares was declared effective by the SEC and the minimum offering amount has been satisfied. NorthStar/RXR New York Metro began raising capital in the second quarter 2016. (11) Offering period subject to extension as determined by the board of directors or trustees of each Retail Company. (12) NorthStar Corporate Fund engaged 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 its sub-advisor to manage investments. Any asset management and other fees paid by NorthStar Corporate Fund will be shared between the Company and OZ Credit Management, as co-sponsors. (13) Offering is for two feeder funds in a master feeder structure. (14) NorthStar Corporate Fund was declared effective by the SEC and the minimum offering amount has been satisfied. The Company expects to begin raising capital in the second half of 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. (17) NorthStar Capital Fund was declared effective by the SEC and the minimum offering amount has been satisfied. The Company expects to begin raising capital in the second half of 2016. The following tables present a summary of asset management and other fees earned by the Company from the current Retail Companies which are effective and investing capital (dollar in thousands): Three Months Ended June 30, 2016 2015 NorthStar Income NorthStar Healthcare NorthStar Income II NorthStar/RXR New York Metro NorthStar Corporate Fund Total NorthStar Income NorthStar Healthcare NorthStar Income II NorthStar/RXR New York Metro NorthStar Corporate Fund Total Asset management fees $ 5,558 $ 8,346 $ 3,987 $ 4 $ 2 $ 17,897 $ 6,032 $ 3,653 $ 1,998 $ — $ — $ 11,683 Acquisition fees 744 84 216 28 — 1,072 — 22,234 4,457 — — 26,691 Disposition fees 1,024 — 2,123 — — 3,147 220 — 20 — — 240 Total $ 7,326 $ 8,430 $ 6,326 $ 32 $ 2 $ 22,116 $ 6,251 $ 25,887 $ 6,475 $ — $ — $ 38,614 Six Months Ended June 30, 2016 2015 NorthStar Income NorthStar Healthcare NorthStar Income II NorthStar/RXR New York Metro NorthStar Corporate Fund Total NorthStar Income NorthStar Healthcare NorthStar Income II NorthStar/RXR New York Metro NorthStar Corporate Fund Total Asset management fees $ 10,908 $ 15,810 $ 8,607 $ 4 $ 2 $ 35,331 $ 12,396 $ 6,368 $ 3,706 $ — $ — $ 22,470 Acquisition fees 2,724 12,247 848 28 — 15,847 — 22,485 5,276 — — 27,761 Disposition fees 2,332 — 2,753 — — 5,085 1,236 — 275 — — 1,511 Total $ 15,964 $ 28,057 $ 12,208 $ 32 $ 2 $ 56,263 $ 13,632 $ 28,853 $ 9,257 $ — $ — $ 51,742 Pursuant to each of the advisory agreements with the current Retail 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 Retail Companies described above, 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. NorthStar Corporate Investment intends to invest in senior and subordinate loans to middle-market companies. NorthStar Corporate Investment intends to engage OZ Credit Management, an affiliate of 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 will be shared between the Company and OZ Credit Management, as co-sponsors. Distribution Support NorthStar Realty committed to invest up to $10.0 million in each of the Retail 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 the event that the Retail Companies’ distributions to stockholders exceed certain measures of operating performance, in any Retail 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. As of March 31, 2016, 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 during the two -year period following commencement of the offering, with NorthStar Realty and Och-Ziff agreeing to equally purchase any shares. As of June 30, 2016 , NorthStar Realty and Och-Ziff purchased 0.2 million shares of NorthStar Corporate Fund common stock for $2.0 million in the aggregate. The distribution support agreement related to NorthStar Capital Fund is an obligation of NorthStar Realty to purchase up to $10.0 million in common stock during the two -year period following commencement of the offering. As of June 30, 2016 , NorthStar Realty purchased 0.2 million shares of NorthStar Capital Fund common stock for $2.0 million . 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 Retail 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 Retail Company; and (ii) reimbursement for direct and indirect operating costs such as certain salaries, equity-based compensation and professional and other costs such as rental and occupancy, technology, office supplies, travel and entertainment and other general and administrative costs and expenses associated with managing the operations of the Retail Company. Such amounts are recorded net in general and administrative expense in the consolidated statements of operations. The following table presents a summary of the expense arrangements with the current Retail Companies, which are effective: NorthStar Income NorthStar Healthcare NorthStar Income II NorthStar/RXR New York Metro NorthStar Corporate Fund NorthStar Capital Fund Organization and offering costs (1) $11.0 million (2) $11.9 million (2) $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) $29.0 million, or 1.0% of the proceeds expected to be raised from the offering (4) $29.0 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) Administrative expenses reimbursable, subject to certain restrictions Administrative expenses reimbursable, subject to certain restrictions __________________ (1) Represents reimbursement for organization and offering costs paid on behalf of the Retail Companies in connection with their respective offerings. The Company is facilitating the payment of organization and offering costs on behalf of the Retail Companies. The Company records these costs in receivables on its consolidated balance sheets until repaid. The Retail 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 for NorthStar Income and January 2016 for NorthStar Healthcare. (3) Calculated based on the four preceding fiscal quarters not to exceed the greater of: (i) 2.0% of each Retail Company’s average invested assets; or (ii) 25.0% of each Retail 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 distribution reinvestment plans. For the three months ended June 30, 2016 and 2015, the Company allocated $8.3 million and $9.1 million of expense related to the Retail Companies, respectively. For the six months ended June 30, 2016 and 2015, the Company allocated $17.6 million and $18.3 million of expense related to the Retail Companies, respectively. Townsend Townsend generated management, advisory and incentive fees of $17.8 million and $29.9 million for the three months ended June 30, 2016 and from the Townsend Acquisition Date through June 30, 2016 , respectively. The Company was also entitled to $1.8 million of management and other fees from January 14, 2016 to the Townsend Acquisition Date, which was recorded net of operating expenses in other income. Certain contracts contain provisions to reimburse Townsend for expenses incurred on behalf of its clients such as legal due diligence and investment advisory team travel expenses. For the three months ended June 30, 2016 and from the Townsend Acquisition Date through June 30, 2016 , the Company recorded $0.3 million and $1.0 million , respectively, in both other income and other expenses related to such reimbursements. Receivables, net The following table presents receivables on the consolidated balance sheets as of June 30, 2016 and December 31, 2015 (dollars in thousands): June 30, 2016 (unaudited) December 31, 2015 NorthStar Listed Companies: Base management fees $ 50,156 $ 49,769 Other receivables — 4,298 Subtotal NorthStar Listed Companies (1) 50,156 54,067 Retail Companies: Fees 181 446 Other receivables 38,670 39,296 Subtotal Retail Companies (2) 38,851 39,742 Institutional Capital: Townsend fees (3) 20,005 — Total (4) $ 109,012 $ 93,809 _____________________ (1) The Company began earning fees from NorthStar Europe on November 1, 2015. (2) As of June 30, 2016 and December 31, 2015, the Company had unreimbursed costs from the Retail Companies of $27.0 million and $33.7 million , respectively, recorded as receivables, net on the consolidated balance sheets. (3) The Company began earning fees on the Townsend Acquisition Date. (4) Subsequent to June 30, 2016 , the Company received $55.8 million from the Managed Companies and Townsend. Selling Commission and Dealer Manager Fees and Commission Expense Selling commission and dealer manager fees represent fees earned for selling equity in the Retail Companies through NorthStar Securities. The Retail 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 Retail 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 Retail 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 three and six months ended June 30, 2016 and 2015 (dollar in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Selling commission and dealer manager fees $ 4,888 $ 28,337 $ 11,259 $ 58,260 Commission expense (1) 4,471 26,338 10,417 54,034 Net commission income (2) $ 417 $ 1,999 $ 842 $ 4,226 ________________________ (1) Includes selling commission expense to NorthStar Securities employees. For the three months ended June 30, 2016 and 2015 , the Company paid $0.7 million and $3.2 million , respectively. For the six months ended June 30, 2016 and 2015 , the Company paid $1.6 million and $6.6 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 three months ended June 30, 2016 and 2015 , the Company earned $0.7 million and $0.4 million of special servicing fees, respectively. For the six months ended June 30, 2016 and 2015 , the Company earned $0.7 million and $0.8 million of special servicing fees, respectively. |
Investments in Unconsolidated V
Investments in Unconsolidated Ventures | 6 Months Ended |
Jun. 30, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Ventures | Investments in Unconsolidated Ventures The Company may account for investments in unconsolidated ventures using the equity method, at fair value or the cost method. The following table summarizes the Company’s investments in unconsolidated ventures (dollars in thousands): Acquisition Date Ownership Interest June 30, 2016 December 31, 2015 Investment AHI Interest (1) Dec-14 43% $ 38,452 $ 45,581 Distributed Finance (2) Jun-14 50% — 2,679 Island Interest (3) Jan-15 45% 39,302 39,809 Subtotal Indirect Investments 77,754 88,069 Townsend Funds (4) Various Various 21,455 — Total $ 99,209 $ 88,069 ____________________ (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. For the three and six months ended June 30, 2016 , the Company received distributions of $1.0 million and $3.5 million related to the AHI Interest, respectively. (2) The Company acquired an interest in Distributed Finance, a marketplace finance platform, for $4.0 million . As of June 30, 2016 , the investment is fully impaired. (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. The Company’s investment in Island is expected to be sold in connection with the Mergers. For the three and six months ended June 30, 2016 , the Company received distributions of $1.5 million and $2.6 million related to the Island Interest, respectively. (4) Represents interests in real estate private equity funds sponsored by Townsend (refer to below). Indirect Investments The following tables summarize the Company’s equity in earnings (losses) related on investments in unconsolidated ventures which are accounted for using the equity method for the three and six months ended June 30, 2016 and 2015 (dollars in thousands): Three Months Ended June 30, 2016 Three Months Ended June 30, 2015 Operating Income (Loss) Non-cash Income (Expense) Equity in Earnings (Loss) Operating Income (Loss) Non-cash Income (Expense) Equity in Earnings (Loss) Investment AHI Interest $ 723 $ (2,497 ) (1) $ (1,774 ) $ 1,481 $ (2,806 ) (1) $ (1,325 ) Distributed Finance — (500 ) (2) (500 ) (319 ) — (319 ) Island Interest 1,716 (443 ) (3) 1,273 1,734 — 1,734 Total $ 2,439 $ (3,440 ) $ (1,001 ) $ 2,896 $ (2,806 ) $ 90 Six Months Ended June 30, 2016 Six Months Ended June 30, 2015 Operating Income (Loss) Non-cash Income (Expense) Equity in Earnings (Loss) Operating Income (Loss) Non-cash Income (Expense) Equity in Earnings (Loss) Investment AHI Interest $ 944 $ (5,821 ) (1) $ (4,877 ) $ 3,090 $ (6,092 ) (1) $ (3,002 ) Distributed Finance (254 ) (2,370 ) (2) (2,624 ) (536 ) — (536 ) Island Interest 3,014 (886 ) (3) 2,128 2,757 (4) — 2,757 Total $ 3,704 $ (9,077 ) $ (5,373 ) $ 5,311 $ (6,092 ) $ (781 ) _________________ (1) Includes equity-based compensation expense and depreciation and amortization. (2) Represents an impairment loss. As of June 30, 2016 , the maximum exposure to loss is $0.8 million carrying value of the investment on the convertible debt (refer to Note 2). (3) Represents depreciation and amortization expense. (4) Includes from acquisition date on January 9, 2015 through June 30, 2015 . Townsend Funds The following table summarizes the Townsend Funds, which are accounted for at fair value, as of June 30, 2016 , for the three months ended June 30, 2016 and for the period from the Townsend Acquisition Date through June 30, 2016 (dollars in thousands): As of June 30, 2016 Three Months Ended June 30, 2016 Period from the Townsend Acquisition Date through June 30, 2016 Number of Funds (1) Fair Value (2) Unfunded Commitments (2)(3) Income (4) Distributions (2) Contributions Income (4) Distributions (2) Contributions 26 $ 21,455 $ 10,418 $ 444 $ 611 $ 1,475 $ 444 $ 1,009 $ 4,313 _________________ (1) Investments in closed-ended funds are not redeemable and investments in open-ended funds have semi-annual redemption options with 120 days advance notice. (2) The Company assumed an obligation to the sellers of Townsend, including certain Townsend employees, under which they are entitled to approximately 84% of the value of the Townsend Funds at the Townsend Acquisition Date along with any income related to capital contributed prior to acquisition. The Company is obligated to fund all future contributions and is entitled to any income on such contributions subsequent to the Townsend Acquisition Date. As of June 30, 2016 , the carrying amount of such liability is $15.9 million and is recorded in other liabilities. Certain distributions received for the quarter will be paid against the assumed obligation of $15.9 million to the sellers. (3) Subsequent to the Townsend Acquisition Date, the Company has commitments to co-invest approximately 1% of the total unfunded commitment in the Townsend Funds. (4) The Company’s portion of equity in earnings from the Townsend Funds is $0.2 million for the three months ended June 30, 2016 and for the period from the Townsend Acquisition Date through June 30, 2016 . |
Borrowings
Borrowings | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings Corporate Facilities In January 2016, upon the closing of Townsend, the Company entered into a $500.0 million term loan (the “Term Loan”), less applicable original issue discounts and certain upfront fees, and used the proceeds to repay its outstanding revolving credit agreement of $100.0 million . The Term Loan bears interest at LIBOR, subject to a floor of 0.75% , plus 3.875% per year and matures on January 29, 2023. The Term Loan is guaranteed by the Company and certain domestic subsidiaries of the Company and secured by substantially all of the assets of the Company. In connection with the Term Loan, the Company obtained corporate issuer and issue credit ratings from S&P and Moody’s of BBB- and Ba2, respectively. The Term Loan related agreements contain representations, warranties, covenants, conditions precedent to funding, events of default and indemnities that are customary for agreements of these types. As of June 30, 2016 , the Company was in compliance with all of its financial covenants. |
Related Party Arrangements
Related Party Arrangements | 6 Months Ended |
Jun. 30, 2016 | |
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. For the three and six months ended June 30, 2016 , the Company incurred $0.2 million and $0.4 million , respectively, to NorthStar Realty for services in connection with loan origination opportunities. 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 June 30, 2016 , the Company had no borrowings outstanding under the credit agreement. NorthStar Listed Companies Shares The Company purchased 2.7 million and 0.2 million shares of NorthStar Realty and NorthStar Europe, respectively, in the open market for $52.2 million in the aggregate. For the three and six months ended June 30, 2016 , the Company recorded an unrealized loss of $4.6 million and $15.2 million , respectively, which is recorded in unrealized gain (loss) on investments and other and $1.1 million and $2.2 million , respectively, of dividend income recorded in other income on the consolidated statements of operations. Recent Sales or Commitments to Sell to Retail Companies During 2016, NorthStar Realty entered into agreements to sell certain assets to the Retail Companies. The board of directors of each Retail 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 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 9). 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 retail vehicles sponsored by the Company, NorthStar Realty or any affiliates, as well as future healthcare retail vehicles sponsored by AHI Ventures. For the three and six months ended June 30, 2016 and 2015 , 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 the completion of NorthStar Healthcare’s follow-on public offering, the Company issued 139,473 RSUs to Mr. Flaherty. On January 19, 2016, the Company issued an additional 527 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 Retail 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 retail vehicles sponsored by the Company, NorthStar Realty or any affiliates, as well as any future healthcare retail 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 three and six months ended June 30, 2016 , the Company incurred $0.4 million and $0.9 million , respectively, 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 three months ended June 30, 2016 and 2015 , NorthStar Realty incurred $0.4 million of property management fees to AHI in each period. For the six months ended June 30, 2016 and 2015 , NorthStar Realty incurred $0.9 million of property management fees to AHI in each period. 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 162 hotel properties, representing $3.9 billion , of which 110 hotel properties totaling $2.1 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 three months ended June 30, 2016 and 2015 , NorthStar Realty incurred $4.7 million and $3.0 million , respectively, of base property management and other fees to Island. For the six months ended June 30, 2016 and for the period from acquisition date (January 9, 2015) through June 30, 2015, NorthStar Realty incurred $8.8 million and $6.4 million , respectively, of base property 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 the portion of distributable cash flow from RXR Realty’s investment management business in excess of the $10 million minimum annual base amount set forth in the management agreement (refer to Note 3). For the three and six months ended June 30, 2016 and 2015 , the Company was not entitled to any excess. |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 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. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following is a description of the valuation techniques used to measure fair value of assets and liabilities accounted for at fair value on a recurring basis and the general classification of these instruments pursuant to the fair value hierarchy. Securities As of June 30, 2016 and December 31, 2015 , the Company’s securities are valued using quoted prices in an active market, and as such, are classified as Level 1 of the fair value hierarchy. As of June 30, 2016 and December 31, 2015 , the fair value is $33.3 million and $46.2 million , respectively. Townsend Funds The fair value of the Townsend Funds are estimated by the Company’s proportionate share of net asset value provided by the underlying fund investment based on the most recent available information, which is on a one quarter lag. The Company reviews the net asset value provided by the underlying fund investment managers on an ongoing basis and compares these values to the audited financial statements. As of June 30, 2016 , the fair value is $21.5 million . Convertible Debt Investment As of June 30, 2016 , the Company’s convertible debt investment to Distributed Finance is classified as an available-for-sale debt security and is recorded within other assets on the consolidated balance sheets. The debt investment is valued based on unobservable inputs and as such, is classified as Level 3 of the fair value hierarchy. As of June 30, 2016 , the fair value is $0.8 million . Fair Value of Financial Instruments In addition to the above disclosures regarding financial assets or liabilities which are recorded at fair value, U.S. GAAP requires disclosure of fair value about all financial instruments. The following disclosure of estimated fair value of financial instruments was determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on estimated fair value. The fair value of other financial instruments such as receivables and payables is estimated to approximate their carrying value. Disclosure about fair value of financial instruments is based on pertinent information available to management as of the reporting date. Although management is not aware of any factors that would significantly affect fair value, such amounts have not been comprehensively revalued for purposes of these consolidated financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein. Term Loan The Company uses term to maturity and LIBOR rates to estimate fair value. This fair value measurement is based on observable inputs and as such, is classified as Level 2 of the fair value hierarchy. As of June 30, 2016 , the carrying value of the Term Loan is $468.9 million , which approximates fair value. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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. Merger Related Arrangements and Other Costs The Company entered into fee arrangements with service providers and advisors pursuant to which certain fees incurred by the Company in connection with the Mergers will become payable only if the Company consummates the Mergers. The Company has and will incur other professional fees related to the Mergers. In addition, the Company will incur cash compensation expenses to executives and employees related to severance, retention and related costs. There can be no assurances that the Company will complete this or any other transaction. For the three months ended June 30, 2016 , the Company recorded an aggregate of $17.8 million in transaction costs in the consolidated statements of operations. To the extent the Mergers are consummated, the Company anticipates incurring a significant amount of additional costs, which with respect to advisors could be up to approximately $30 million . |
Compensation Expense
Compensation Expense | 6 Months Ended |
Jun. 30, 2016 | |
Share-based Compensation [Abstract] | |
Compensation Expense | Compensation Expense Summary The following table presents a summary of compensation expense for the three and six months ended June 30, 2016 and 2015 (dollars in thousands): Three Months Ended Six Months Ended 2016 2015 2016 2015 Salaries and related expenses $ 20,323 $ 17,705 $ 40,361 $ 29,850 Equity-based compensation expense 13,637 15,002 30,770 28,620 Total $ 33,960 $ 32,707 $ 71,131 $ 58,470 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 which 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 Retail 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 1,289,602 of the Performance RSUs, Absolute RSUs and Relative RSUs (net of forfeitures occurring prior to June 30, 2016 ) 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 Retail 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 606,486 shares of common stock, net of forfeitures occurring prior to June 30, 2016 , 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 Retail 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. With respect to these grants, the grant date fair value was $3.43 per share, which was determined using a risk-free interest rate of 0.88% . 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 828,722 (net of forfeitures occurring prior to June 30, 2016 ) 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 June 30, 2016 : 249 shares of restricted stock, net of forfeitures, which remain subject to vesting; 1,124,984 LTIP Units, net of forfeitures and conversions, of which 280,567 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 the follow-on 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 three and six months ended June 30, 2016 , no incremental awards were issued. In March 2016, the Company issued approximately 94,000 shares to employees of AHI in settlement of the commitment to contribute $1.0 million in shares related to equity incentives and will contribute $1.0 million in shares in March 2017 related to the year ended 2016. Townsend Subsequent to 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. The grant was based on the Company’s stock price on such date and is related to future services to be rendered and subject to time-based vesting conditions through December 31, 2020. Such shares were not part of the acquisition cost. Equity-based Compensation Summary As of June 30, 2016 , an aggregate of 30,072,659 shares of the Company’s common stock were reserved for the issuance of awards under the 2014 NSAM Plan, subject to equitable adjustment upon the occurrence of certain corporate events, provided that this number automatically increases each January 1st by 2% of the outstanding number of shares of the Company’s common stock on the immediately preceding December 31st. Equity-based compensation expense for the three and six months ended June 30, 2016 and 2015 represents the Company’s equity-based compensation expense following the NSAM Spin-off. The following tables present equity-based compensation expense for the three and six months ended June 30, 2016 and 2015 (dollars in thousands): Time-Based Awards Performance-Based Awards Total Three Months Ended June 30, Three Months Ended June 30, Three Months Ended June 30, 2016 2015 2016 2015 2016 2015 NSAM spin grants (1) $ 2,000 $ 3,868 $ 3,653 $ 3,736 $ 5,653 $ 7,604 NSAM bonus plan 4,725 3,294 1,177 878 5,902 4,172 NorthStar Realty bonus plan (2) 1,017 2,159 591 967 1,608 3,126 Townsend grants 367 — — — 367 — Dividends to non-employees 107 100 — — 107 100 Total $ 8,216 $ 9,421 $ 5,421 $ 5,581 $ 13,637 $ 15,002 __________________ (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. Time-Based Awards Performance-Based Awards Total Six Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 2016 2015 NSAM spin grants (1) $ 4,022 $ 7,677 $ 7,367 $ 7,415 $ 11,389 $ 15,092 NSAM bonus plan 12,893 5,029 2,176 1,216 15,069 6,245 NorthStar Realty bonus plan (2) 2,295 5,129 1,183 1,923 3,478 7,052 Townsend grants 601 — — — 601 — Dividends to non-employees 233 231 — — 233 231 Total $ 20,044 $ 18,066 $ 10,726 $ 10,554 $ 30,770 $ 28,620 __________________ (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. The following table presents activity related to the issuance, vesting and forfeitures of restricted stock and LTIP Units. The balance as of June 30, 2016 represents LTIP Units whether vested or not that are outstanding and unvested shares of restricted stock (grants in thousands): Six Months Ended June 30, 2016 Restricted Stock (1) LTIP Units Total Grants Weighted December 31, 2015 3,268 1,792 5,060 $ 22.02 New grants 2,577 — 2,577 10.85 Townsend grants 658 — 658 11.00 Vesting (771 ) (2) — (771 ) 13.87 Forfeited or canceled grants (36 ) (1 ) (37 ) 18.67 June 30, 2016 5,696 1,791 7,487 $ 18.06 ___________________ (1) Represents restricted stock included in common stock. (2) Includes 0.5 million shares of restricted stock that vested and 0.3 million shares of restricted stock that were retired to satisfy minimum statutory withholding requirements. As of June 30, 2016 , equity-based compensation expense to be recognized over the remaining vesting period through December 2020 is $96.6 million , provided there are no forfeitures. In connection with the Mergers, substantially all outstanding time-based equity awards issued to executives and non-executive employees will vest in accordance with their terms. In addition, all or a portion of the outstanding NSAM performance-based awards issued to executives and non-executives will vest in accordance with their terms, subject to forfeiture and reduction. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity 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. In connection with the performance-based component of the 2015 long-term bonus paid by the Company, in February 2016, the Company issued an aggregate of 996,957 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. In May 2016, the Company’s board of directors extended the authorization for an additional year. The authorization expires in April 2017, unless otherwise extended by the Company’s board of directors. From April 2015 through December 31, 2015, the Company repurchased 7.8 million shares of its common stock for approximately $105.2 million . For the six months ended June 30, 2016 , the Company did no t repurchase any shares of its common stock. 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 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. 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 three and six months ended June 30, 2016 and 2015 (dollars and shares in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Numerator: Net income (loss) attributable to NorthStar Asset Management Group Inc. common stockholders $ 10,924 $ 38,024 $ 28,497 $ 59,792 Less: Earnings (loss) allocated to unvested participating securities (805 ) (1,315 ) (1,868 ) (2,226 ) Numerator for basic income (loss) per share 10,119 36,709 26,629 57,566 Add: Undistributed earnings allocated to participating nonvested shares — 682 — 822 Less: Undistributed earnings reallocated to participating nonvested shares — (457 ) — (705 ) Net income (loss) attributable to LTIP Units non-controlling interests 111 188 286 390 Numerator for diluted income (loss) per share $ 10,230 $ 37,122 $ 26,915 $ 58,073 Denominator: Weighted average number of shares of common stock 183,325 189,599 183,177 189,574 Incremental diluted shares 1,792 4,210 1,792 4,090 Weighted average number of diluted shares (1) 185,117 193,809 184,969 193,664 Earnings (loss) per share: Basic $ 0.06 $ 0.19 $ 0.15 $ 0.30 Diluted $ 0.06 $ 0.19 $ 0.15 $ 0.30 _______________________ (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. |
Non-controlling Interests
Non-controlling Interests | 6 Months Ended |
Jun. 30, 2016 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interests | Non-controlling Interests Operating Partnership Non-controlling interests include 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 June 30, 2016 , 1,790,730 LTIP units were outstanding, representing a 1.0% ownership and non-controlling interest in the Operating Partnership. Income attributable to the Operating Partnership non-controlling interest for the three and six months ended June 30, 2016 was $0.1 million and $0.3 million , respectively. Redeemable Non-Controlling Interests Townsend is a consolidated majority-owned subsidiary of the Company. Certain members of Townsend management own interests in Townsend in the form of Class B units where the holders have the ability to require the Company to purchase a certain percentage of such units annually beginning December 31, 2016 through December 31, 2020 with settlement in: (i) cash; (ii) the Company’s common stock; or (iii) a combination of cash and the Company’s common stock, subject to certain conditions. Such interest is considered redeemable non-controlling interest and net income (loss) attributable to such interest is based on the member’s ownership percentage of Townsend for the respective period. The following table presents a summary of changes in the redeemable non-controlling interests from the Townsend Acquisition Date through June 30, 2016 (dollars in thousands): Beginning balance $ — Contributions 75,703 Distributions (2,482 ) Net income (loss) 2,136 Currency translation adjustment and other (176 ) Ending balance $ 75,181 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
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 three months ended June 30, 2016 and 2015 , the Company incurred $1.2 million and $12.1 million of income tax expense, respectively. For the six months ended June 30, 2016 and 2015 , the Company incurred $3.6 million and $20.0 million of income tax expense, respectively, which is based on a full year estimated effective tax rate of approximately 11.3% and 25.0% , respectively. The Company operates internationally and domestically through multiple operating subsidiaries. Each of the jurisdictions in which the Company operates has its own tax law and tax rate and the tax rate outside the United States may be lower than the U.S. federal statutory income tax rate. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company conducts its business through the following five segments, which are based on how management reviews and manages NSAM: • NorthStar Listed Companies - Provides 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. • Retail Companies - Provides asset management and other services on a fee basis by managing the day-to-day activities of the Retail Companies. • Broker-dealer - Raises capital in the retail market through NorthStar Securities and earn dealer manager fees from the Retail Companies. • Direct Investments - Invests in strategic partnerships and joint ventures with third-parties, either consolidated or unconsolidated, with expertise in commercial real estate or other sectors and markets, where the Company benefits from the fee stream and potential incentive fee. Direct investments currently represent the Company’s investment in Townsend which focuses on institutional capital and unconsolidated interests such as AHI and Island. • 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 Listed Companies common stock. The Company began earning fees from NorthStar Europe on November 1, 2015 and from Townsend on the Townsend Acquisition Date. The following tables present segment reporting for the three and six months ended June 30, 2016 and 2015 (dollars in thousands): Statement of Operations: Three Months Ended June 30, 2016 NorthStar Listed Companies Retail Companies Broker Dealer (1) Direct Investments Corporate/Other Total Asset management and other fees $ 50,157 $ 22,115 $ — $ 17,809 $ — $ 90,081 Selling commission and dealer manager fees, related parties — — 4,888 — — 4,888 Commission expense — — 4,471 — — 4,471 Interest expense — — — — 6,922 6,922 Compensation expense — — 2,317 7,328 24,315 33,960 Other general and administrative expenses — — 2,074 1,502 7,023 10,599 Equity in earnings (losses) of unconsolidated ventures (2) — — — (852 ) — (852 ) Income tax benefit (expense) — — — (1,154 ) (1,154 ) Net income (loss) 50,157 22,115 (4,001 ) 5,896 (62,028 ) (3) 12,139 _______________ (1) Direct general and administrative expenses incurred by the broker dealer. (2) For the three months ended June 30, 2016 , the Company recognized in equity in earnings (losses), operating income of $2.4 million , which excludes $0.5 million impairment loss, $2.9 million of equity-based compensation expense and depreciation and amortization expense and $0.2 million related to the Townsend Funds. (3) Includes general and administrative expenses including equity-based compensation of $13.0 million , transaction costs of $17.8 million and unrealized loss of $4.6 million . Statement of Operations: Three Months Ended June 30, 2015 NorthStar Listed Companies (1) Retail Companies (1) Broker Dealer (2) Direct Investments Corporate/Other (1) Total Asset management and other fees $ 51,744 $ 38,614 $ — $ — $ — $ 90,358 Selling commission and dealer manager fees, related parties — — 28,337 — — 28,337 Commission expense — — 26,338 — — 26,338 Compensation expense — — 1,705 — 31,002 32,707 Other general and administrative expenses — — 2,848 — 6,407 9,255 Equity in earnings (losses) of unconsolidated ventures (3) — — — 90 — 90 Income tax benefit (expense) — — — — (12,055 ) (12,055 ) Net income (loss) 51,744 38,614 (2,583 ) 90 (49,653 ) 38,212 _______________ (1) In the fourth quarter of 2014, the Company refined its segments to conform with its management of such businesses. Accordingly, certain fees that previously eliminated in consolidation between these segments are recorded within the Corporate segment. In consolidation, the intercompany fees continue to be eliminated. The Company has reclassified the prior period segment financial results to conform to the current presentation. (2) Direct general and administrative expenses incurred by the broker dealer. (3) For the three months ended June 30, 2015 , the Company recognized in equity in earnings (losses), operating income of $2.9 million , which excludes $2.8 million of equity-based compensation expense and depreciation and amortization expense. Statement of Operations: Six Months Ended June 30, 2016 NorthStar Listed Companies Retail Companies Broker Dealer (1) Direct Investments Corporate/Other Total Asset management and other fees $ 100,184 $ 56,263 $ — $ 29,914 $ — $ 186,361 Selling commission and dealer manager fees, related parties — — 11,259 — — 11,259 Commission expense — — 10,417 — — 10,417 Interest expense — — — — 12,086 12,086 Compensation expense — — 4,895 12,418 53,818 71,131 Other general and administrative expenses — — 4,192 2,397 14,333 20,922 Equity in earnings (losses) of unconsolidated ventures (2) — — — (5,282 ) — (5,282 ) Income tax benefit (expense) — — — (3,623 ) (3,623 ) Net income (loss) 100,184 56,263 (8,295 ) 7,837 (125,070 ) (3) 30,919 __________________ (1) Direct general and administrative expenses incurred by the broker dealer. (2) For the six months ended June 30, 2016 , the Company recognized in equity in earnings (losses), operating income of $3.7 million , which excludes $2.4 million impairment loss, $6.7 million of equity-based compensation expense and depreciation and amortization expense and $0.2 million related to the Townsend Funds. (3) Includes general and administrative expenses including equity-based compensation of $29.5 million , transaction costs of $25.1 million and unrealized loss of $15.3 million . Statement of Operations: Six Months Ended June 30, 2015 NorthStar Listed Companies (1) Retail Companies (1) Broker Dealer (2) Direct Investments Corporate/Other (1) Total Asset management and other fees $ 99,995 $ 51,742 $ — $ — $ — $ 151,737 Selling commission and dealer manager fees, related parties — — 58,260 — — 58,260 Commission expense — — 54,034 — — 54,034 Compensation expense — — 3,940 — 54,530 58,470 Other general and administrative expenses — — 4,765 — 10,595 15,360 Equity in earnings (losses) of unconsolidated ventures (3) — — — (781 ) — (781 ) Income tax benefit (expense) — — — — (19,992 ) (19,992 ) Net income (loss) 99,995 51,742 (4,549 ) (781 ) (86,225 ) 60,182 _______________ (1) In the fourth quarter of 2014, the Company refined its segments to conform with its management of such businesses. Accordingly, certain fees that previously eliminated in consolidation between these segments are recorded within the Corporate segment. In consolidation, the intercompany fees continue to be eliminated. The Company has reclassified the prior period segment financial results to conform to the current presentation. (2) Direct general and administrative expenses incurred by the broker dealer. (3) For the six months ended June 30, 2015 , the Company recognized in equity in losses, operating income of $5.3 million , which excludes $6.1 million of equity-based compensation expense and depreciation and amortization expense. Total Assets NorthStar Listed Companies (1) Retail Companies (1) Broker Dealer Direct Investments Corporate/Other Total June 30, 2016 $ 53,334 $ 58,759 $ 6,543 $ 578,400 $ 118,477 $ 815,513 December 31, 2015 50,924 66,246 16,470 88,069 153,112 374,821 _______________ (1) Primarily represents receivables from related parties as of June 30, 2016 . Subsequent to June 30, 2016 , the Company received $55.8 million of reimbursements from the Managed Companies and Townsend. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Dividends On August 2, 2016 , the Company declared a dividend of $0.10 per share of common stock. The common stock dividend will be paid on August 19, 2016 to stockholders of record as of the close of business on August 15, 2016 . Colony NorthStar Registration Statement On July 28, 2016, Colony NorthStar, a Maryland subsidiary of NSAM that will be the surviving parent company of the combined company, filed with the SEC a registration statement on Form S-4 that includes a joint proxy statement of the Company, Colony and NorthStar Realty and that also constitutes a prospectus of Colony NorthStar. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Quarterly Presentation | The accompanying unaudited consolidated financial statements and related notes of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and note disclosures normally included in the consolidated financial statements prepared under U.S. GAAP have been condensed or omitted. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 , which was filed with the SEC. |
Principles of Consolidation | The consolidated financial statements include the accounts of the Company, the Operating Partnership and their consolidated subsidiaries. The Company consolidates variable interest entities (“VIE”) where the Company is the primary beneficiary and voting interest entities which are generally majority owned or otherwise controlled by the Company. All significant intercompany balances are eliminated in consolidation. Variable Interest Entities A 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 may record the change in fair value for its share of the projected future cash flow or may follow the practical expedient of the net asset value of the underlying fund investment based on the most recent available information, which is generally on a one quarter lag. The Company will record the change 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. The Company reviews its investments in unconsolidated ventures for which the Company did not elect the fair value option on a quarterly basis, or more frequently as necessary, to assess whether there are any indicators that the value may be impaired or that its carrying value may not be recoverable. An investment is considered impaired if the projected net recoverable amount over the expected holding period is less than the carrying value. In conducting this review, the Company considers U.S. and global macroeconomic factors, including real estate sector conditions, together with investment specific and other factors. To the extent an impairment has occurred and is considered to be other than temporary, the loss is measured as the excess of the carrying value of the investment over the estimated fair value and recorded in equity in earnings (losses) of unconsolidated ventures in the consolidated statements of operations. |
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 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. Redeemable Non-controlling Interests A redeemable non-controlling interest is the non-controlling interest in a subsidiary in which the holders have the ability to require the Company to repurchase interests in the subsidiary. These interests are presented as redeemable non-controlling interests, outside of permanent equity on the consolidated balance sheets and presented separately as net income (loss) and other comprehensive income (loss) attributable to redeemable non-controlling interests. The Company records the redeemable non-controlling interest at its redemption value and adjusts the carrying amount of such interest to the redemption value at the end of each reporting period, but such amount will not be less than the initial carrying amount. An allocation to a redeemable non-controlling interest may differ from the stated ownership percentage interest in such entity as a result of a preferred return and allocation formula, if any, as described in such governing documents. |
Estimates | The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that could affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates and assumptions. |
Reclassifications | Certain prior period amounts have been reclassified in the consolidated financial statements to conform to current period presentation. |
Cash | The Company considers all highly-liquid investments with an original maturity date of three months or less and deposits held with third parties that are readily convertible to cash to be cash equivalents. Cash, including amounts restricted at certain banks and financial institutions and amounts held outside of the United States, may at times exceed insurable amounts. 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. |
Business Combinations | where the purchase price is allocated to tangible and intangible assets acquired based on estimated fair value. The excess of the fair value of purchase consideration over the fair value of these identifiable assets is recorded as goodwill. Such valuation requires management to make significant estimates and assumptions, especially with respect to intangible assets including, but not limited to, customer relationships, acquired technology and trade names. Management’s estimate of fair value is based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ materially from estimates. During the measurement period, which is one year from the acquisition date, the Company may record adjustments to the assets acquired, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in earnings. |
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. |
Securities | The Company elected to apply the fair value option for its securities investments 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. Dividend income is recorded in other income in the consolidated statements of operations. |
Revenue Recognition | Asset Management and Other Fees Asset management and other fees include base and incentive fees earned from NorthStar Listed Companies, acquisition, disposition and other fees earned from the Retail Companies and fees earned from clients and limited partners of Townsend. 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. Incentive fees that are subject to contingent repayment are not recognized as revenue until all related contingencies have been resolved. 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 Retail Companies through NorthStar Securities. Selling commission, dealer manager fees and commission expense are accrued on a trade date basis. |
Allowance for Doubtful Accounts | An allowance for a doubtful account is established when, in the opinion of the Company, a full recovery of a receivable becomes doubtful. A receivable is written off when it is no longer collectible and/or legally discharged. |
Equity-Based Compensation | The Company accounts for equity-based compensation awards, including awards granted to co-employees (refer to Note 9), 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 a foreign currency are translated using the currency exchange rate in effect at the end of the period presented and the results of operations for such entities are translated into U.S. dollars using the average currency exchange rate in effect during the period. The resulting foreign currency translation adjustment is recorded as a component of accumulated OCI in the consolidated statements of equity. 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 reports consolidated comprehensive income (loss) in a separate statement following the consolidated statements of operations. Comprehensive income (loss) is defined as a change in equity resulting from net income (loss) and OCI. The component of OCI includes an adjustment for foreign currency translation. |
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 adopted this guidance in the first quarter 2016 and determined under the new guidance the Company’s Operating Partnership is considered a VIE. The Company is the primary beneficiary of the VIE, the VIE’s assets can be used for purposes other than the settlement of the VIE’s obligations and the Company’s partnership interest is considered a majority voting interest. As such, this standard did not have a material impact on the consolidated financial position or results of operations. In May 2015, the FASB issued updated guidance that removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015 and should be applied retrospectively to all periods presented. Early adoption is permitted. In the first quarter 2016, the Company adopted this guidance and, as a result, $21.5 million of Townsend Funds is not included in Level 3 within the fair value hierarchy as of June 30, 2016. The Company did no t have any investments measured using net asset value as of December 31, 2015. 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. In March 2016, the FASB issued guidance which eliminates the requirement for an investor to retroactively apply the equity method when its increase in ownership interest (or degree of influence) in an investee triggers equity method accounting. The update requires that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment become qualified for equity method accounting. The update should be applied prospectively upon their effective date to increases in the level of ownership interests or degree of influence that results in the adoption of the equity method. The guidance is effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. Early adoption is permitted. The Company is evaluating the impact, if any, that this guidance will have on its consolidated financial position, results of operations and financial statement disclosures. In March 2016, the FASB issued guidance which amends several aspects of the accounting for equity-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statements of cash flows. The guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. The Company is evaluating the impact, if any, that this guidance will have on its consolidated financial position, results of operations and financial statement disclosures. In June 2016, the FASB issued guidance which changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. Additionally, entities will have to disclose significantly more information, including information used to track credit quality by year of origination, for most financing receivables. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. 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. |
Fair Value | 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. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Allocation of Purchase Price | The following table presents the initial allocation of the purchase price of the assets acquired and the liabilities assumed upon the closing of Townsend that continues to be subject to refinement upon receipt of all information (dollars in thousands): Assets: Cash $ 14,318 Investments in unconsolidated ventures (1) 17,738 Intangible assets, net 202,070 Goodwill (2)(3) 251,285 Other assets acquired 42,546 Total assets $ 527,957 Liabilities: Accounts payable and accrued expenses $ 34,312 Other liabilities acquired 26,841 Total liabilities 61,153 Redeemable non-controlling interests 75,202 Total equity (4) 391,602 Total liabilities and equity $ 527,957 _____________________ (1) Represents Townsend’s interest in real estate private equity funds sponsored by Townsend (“Townsend Funds”) (refer to Note 4). (2) The Company expects $171.5 million of goodwill to be deductible for tax purposes. (3) Goodwill includes $5.5 million related to a share deal acquisition of the seller’s corporate entity. The deferred tax liability and corresponding goodwill are recorded at acquisition based on differences between book and tax basis. (4) Represents the Company’s investment in Townsend prior to a post closing adjustment of $7.6 million relating to a distribution of excess cash to the Company. |
Summary of Pro Forma Amounts | The unaudited pro forma amounts were prepared for comparative purposes only and are not indicative of what actual 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): Three Months Ended June 30, Six Months Ended June 30, 2016 (1)(2) 2015 2016 (1) 2015 Pro forma total revenues $ 97,095 $ 134,754 $ 207,402 $ 240,889 Pro forma net income (loss) attributable to common stockholders $ 10,924 $ 36,612 $ 34,767 $ 55,978 Pro forma EPS - basic $ 0.06 $ 0.19 $ 0.18 $ 0.28 Pro forma EPS - diluted $ 0.06 $ 0.18 $ 0.18 $ 0.28 _____________________ (1) Excludes non-recurring transaction costs and prior compensation arrangements of Townsend. (2) No adjustment to pro forma as the acquisition of Townsend is already reflected for the three months ended June 30, 2016 . |
Schedule of Intangible Assets | The following table presents identified intangibles as of June 30, 2016 (dollars in thousands): Gross Amount Estimated Useful Life in Years Accumulated Amortization Net Intangible assets: Customer relationships $ 188,250 25 to 30 years $ (2,925 ) $ 185,325 Trade names 13,610 20 years (284 ) 13,326 Proprietary technology 210 3 years (35 ) 175 Subtotal intangible assets 202,070 (3,244 ) 198,826 Goodwill 251,285 — 251,285 Total $ 453,355 $ (3,244 ) $ 450,111 |
Schedule of Annual Amortization for Intangible Assets | The following table presents annual amortization of intangible assets (dollars in thousands): July 1 through December 31, 2016 $ 3,893 Years Ending December 31: 2017 7,785 2018 7,750 2019 7,701 2020 7,701 Thereafter 163,996 Total $ 198,826 |
Schedule of Other Assets | (1) Represents a convertible debt investment in Distributed Finance Corporation (“Distributed Finance”). For the three months ended June 30, 2016 , the Company recorded $0.3 million of impairment on such investment. (2) Represents an obligation to the sellers who are entitled to approximately 84% of the value of the Townsend Funds at the Townsend Acquisition Date, along with any income related to capital contributed prior to acquisition. The Company is obligated to fund contributions and is entitled to any income on such contributions subsequent to the Townsend Acquisition Date (refer to Note 4). (3) Primarily represents deferred tax liability related to the Townsend acquisition related to a share deal acquisition of the seller’s corporate entity. The deferred tax liability and corresponding goodwill are recorded at acquisition based on differences between the book and tax basis. (4) Represents incentive fees received that are not yet earned related to the Townsend Funds (refer to below) and as a result, represents a contingent obligation. The following tables present a summary of other assets, other liabilities and accounts payable and accrued expenses as of June 30, 2016 and December 31, 2015 (dollars in thousands): June 30, 2016 (Unaudited) December 31, 2015 Other assets: Deferred tax asset, net $ 15,063 $ 10,880 Prepaid expenses 6,411 4,781 Prepaid income taxes 10,238 — Furniture, fixtures and equipment, net 4,489 4,333 Pending deal costs 3,890 625 Security deposits 2,784 2,380 Convertible debt, net (1) 781 — Due from participating broker-dealers 181 398 Deferred financing costs, net — 912 Other 810 932 Total $ 44,647 $ 25,241 June 30, 2016 (Unaudited) December 31, 2015 Other liabilities: Townsend Funds liability (2) $ 15,881 $ — Deferred tax liability, net (3) 5,892 — Deposit payable 2,415 — Deferred incentive fees (4) 1,001 — Other 754 930 Total $ 25,943 $ 930 |
Schedule of Other Liabilities | June 30, 2016 (Unaudited) December 31, 2015 Other liabilities: Townsend Funds liability (2) $ 15,881 $ — Deferred tax liability, net (3) 5,892 — Deposit payable 2,415 — Deferred incentive fees (4) 1,001 — Other 754 930 Total $ 25,943 $ 930 ________________ (1) Represents a convertible debt investment in Distributed Finance Corporation (“Distributed Finance”). For the three months ended June 30, 2016 , the Company recorded $0.3 million of impairment on such investment. (2) Represents an obligation to the sellers who are entitled to approximately 84% of the value of the Townsend Funds at the Townsend Acquisition Date, along with any income related to capital contributed prior to acquisition. The Company is obligated to fund contributions and is entitled to any income on such contributions subsequent to the Townsend Acquisition Date (refer to Note 4). (3) Primarily represents deferred tax liability related to the Townsend acquisition related to a share deal acquisition of the seller’s corporate entity. The deferred tax liability and corresponding goodwill are recorded at acquisition based on differences between the book and tax basis. (4) Represents incentive fees received that are not yet earned related to the Townsend Funds (refer to below) and as a result, represents a contingent obligation. |
Schedule of Accounts Payable and Accrued Expenses | June 30, 2016 (Unaudited) December 31, 2015 Accounts payable and accrued expenses: Accrued bonus and related taxes $ 19,294 $ 63,935 Incentive fee compensation (1) 10,652 — Accrued operating expenses 11,883 8,771 Accrued payroll 5,272 1,312 Accrued interest payable 3,982 92 Dividends payable related to equity-based awards 759 574 Accrued equity-based compensation awards (refer to Note 9) 683 763 Accrued participating interest buyout (2) — 8,110 Share purchase payable (3) 1,316 6,603 Total $ 53,841 $ 90,160 __________________ (1) Approximately 50% of incentive fees received by the Townsend Funds are due to certain employees of Townsend. Payment is made to such employees when such incentive fee income is earned and approved by executive management of Townsend (refer to below). The Company records the expense in compensation expense in the consolidated statements of operations when payment becomes probable and reasonably estimable but no later than the period in which the underlying income is recognized. (2) Represents a one-time buyout in satisfaction of all participating interests related to non-executive incentive interests in the advisor to our first sponsored Retail Company (refer to Note 3). (3) Relates to the purchase of NorthStar Realty and NorthStar Europe shares, which were settled in January 2016 and July 2016, respectively (refer to Note 6). |
Management Agreements (Tables)
Management Agreements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transaction [Line Items] | |
Schedule of Asset Management and Other Fees with Retail Companies | The following table presents a summary of the fee arrangements with the current Retail 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”); NorthStar Corporate Income Fund (“NorthStar Corporate Fund”) and NorthStar Real Estate Capital Income Fund (“NorthStar Capital Fund”): NorthStar NorthStar NorthStar NorthStar/RXR NorthStar NorthStar Income Healthcare Income II New York Metro (9) Corporate Fund (12) Capital Fund (17) Offering amount (1) $1.2 billion $2.1 billion $1.65 billion $2.0 billion (10) $3.2 billion (13) $3.2 billion (13) Total capital raised through August 2, 2016 (2) $1.3 billion $1.8 billion (8) $1.1 billion $2.7 million (10) $2.2 million (14) $2.2 million (17) Total investments as of June 30, 2016 $1.9 billion $3.4 billion $1.3 billion $4.9 million $1.4 million 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 CRE Debt and Equity Primary offering period Completed July 2013 Completed January 2016 (8) Ends November 2016 Ends February 2018 (11) Ends March 2019 (11) Ends March 2019 (11) Asset Management and Other Fees: Asset management fees 1.25% of assets (3) 1.00% of assets (3) 1.25% of assets (3) 1.25% of assets (3) 2.0% of average gross assets (16) 2.0% of average gross assets (16) 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 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 N/A Incentive payments 15.00% of net cash flows after an 8.00% return (6) 15.00% of net cash flows after a 6.75% return (6)(7) 15.00% of net cash flows after a 7.00% return (6) 15.00% of net cash flows after a 6.00% return (15) (15) ________________ (1) Represents amount of shares registered to offer pursuant to each Retail Company’s public offering, distribution reinvestment plan and follow-on public offering. (2) Includes capital raised through distribution 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 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 Retail 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 Retail 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 initial 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) NorthStar/RXR New York Metro’s amended registration statement to offer an additional class of common shares was declared effective by the SEC and the minimum offering amount has been satisfied. NorthStar/RXR New York Metro began raising capital in the second quarter 2016. (11) Offering period subject to extension as determined by the board of directors or trustees of each Retail Company. (12) NorthStar Corporate Fund engaged 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 its sub-advisor to manage investments. Any asset management and other fees paid by NorthStar Corporate Fund will be shared between the Company and OZ Credit Management, as co-sponsors. (13) Offering is for two feeder funds in a master feeder structure. (14) NorthStar Corporate Fund was declared effective by the SEC and the minimum offering amount has been satisfied. The Company expects to begin raising capital in the second half of 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. (17) NorthStar Capital Fund was declared effective by the SEC and the minimum offering amount has been satisfied. |
Schedule of Expense Arrangements with Retail Companies | The following table presents a summary of the expense arrangements with the current Retail Companies, which are effective: NorthStar Income NorthStar Healthcare NorthStar Income II NorthStar/RXR New York Metro NorthStar Corporate Fund NorthStar Capital Fund Organization and offering costs (1) $11.0 million (2) $11.9 million (2) $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) $29.0 million, or 1.0% of the proceeds expected to be raised from the offering (4) $29.0 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) Administrative expenses reimbursable, subject to certain restrictions Administrative expenses reimbursable, subject to certain restrictions __________________ (1) Represents reimbursement for organization and offering costs paid on behalf of the Retail Companies in connection with their respective offerings. The Company is facilitating the payment of organization and offering costs on behalf of the Retail Companies. The Company records these costs in receivables on its consolidated balance sheets until repaid. The Retail 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 for NorthStar Income and January 2016 for NorthStar Healthcare. (3) Calculated based on the four preceding fiscal quarters not to exceed the greater of: (i) 2.0% of each Retail Company’s average invested assets; or (ii) 25.0% of each Retail 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 distribution reinvestment plans. |
Schedule of Related Party Receivables | The following table presents receivables on the consolidated balance sheets as of June 30, 2016 and December 31, 2015 (dollars in thousands): June 30, 2016 (unaudited) December 31, 2015 NorthStar Listed Companies: Base management fees $ 50,156 $ 49,769 Other receivables — 4,298 Subtotal NorthStar Listed Companies (1) 50,156 54,067 Retail Companies: Fees 181 446 Other receivables 38,670 39,296 Subtotal Retail Companies (2) 38,851 39,742 Institutional Capital: Townsend fees (3) 20,005 — Total (4) $ 109,012 $ 93,809 _____________________ (1) The Company began earning fees from NorthStar Europe on November 1, 2015. (2) As of June 30, 2016 and December 31, 2015, the Company had unreimbursed costs from the Retail Companies of $27.0 million and $33.7 million , respectively, recorded as receivables, net on the consolidated balance sheets. (3) The Company began earning fees on the Townsend Acquisition Date. (4) Subsequent to June 30, 2016 , the Company received $55.8 million from the Managed Companies and Townsend. |
Schedule of Net Commission Revenue | The following table summarizes selling commission and dealer manager fees, commission expense and net commission income for the three and six months ended June 30, 2016 and 2015 (dollar in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Selling commission and dealer manager fees $ 4,888 $ 28,337 $ 11,259 $ 58,260 Commission expense (1) 4,471 26,338 10,417 54,034 Net commission income (2) $ 417 $ 1,999 $ 842 $ 4,226 ________________________ (1) Includes selling commission expense to NorthStar Securities employees. For the three months ended June 30, 2016 and 2015 , the Company paid $0.7 million and $3.2 million , respectively. For the six months ended June 30, 2016 and 2015 , the Company paid $1.6 million and $6.6 million , respectively. (2) Excludes direct expenses of NorthStar Securities. |
Asset Management and Other Fees | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | The following table presents asset management and other fees earned from our Managed Companies and Townsend (dollars in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 NorthStar Listed Companies (1) $ 50,156 $ 51,744 $ 100,184 $ 99,995 Retail Companies 22,116 38,614 56,263 51,742 Institutional Capital (2) 17,809 — 29,914 — Total $ 90,081 $ 90,358 $ 186,361 $ 151,737 _________________ (1) The Company began earning fees from NorthStar Europe on November 1, 2015. (2) Represents fees earned through the Company’s investment in Townsend. The Company began earning fees on the Townsend Acquisition Date. The Company was also entitled to $1.8 million of management and other fees from January 14, 2016 to the Townsend Acquisition Date, which was recorded net of operating expenses in other income. |
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) $186 million $14 million Incentive fee hurdle to CAD per share (2) 15% Excess of $0.68 and up to $0.78 (3) Excess of $0.30 and up to $0.36 25% Excess of $0.78 (3) Excess of $0.36 Base management fee Three months ended June 30, 2016 $46.7 million $3.5 million Three months ended June 30, 2015 (4) $48.2 million — Six months ended June 30, 2016 $93.2 million $7.0 million Six months ended June 30, 2015 (4) $93.6 million — Incentive fee Three months ended June 30, 2016 — — Three months ended June 30, 2015 (4) $3.5 million — Six months ended June 30, 2016 — — Six months ended June 30, 2015 (4) $6.4 million — __________________ (1) 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 (excluding units issued to the parent company and 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. (2) 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. (3) After giving effect to NorthStar Realty’s reverse stock split in October 2015 and the NRE Spin-off. (4) The Company began earnings fees on November 1, 2015 from NorthStar Europe. |
Asset Management and Other Fee Revenue from Retail Companies | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | The following tables present a summary of asset management and other fees earned by the Company from the current Retail Companies which are effective and investing capital (dollar in thousands): Three Months Ended June 30, 2016 2015 NorthStar Income NorthStar Healthcare NorthStar Income II NorthStar/RXR New York Metro NorthStar Corporate Fund Total NorthStar Income NorthStar Healthcare NorthStar Income II NorthStar/RXR New York Metro NorthStar Corporate Fund Total Asset management fees $ 5,558 $ 8,346 $ 3,987 $ 4 $ 2 $ 17,897 $ 6,032 $ 3,653 $ 1,998 $ — $ — $ 11,683 Acquisition fees 744 84 216 28 — 1,072 — 22,234 4,457 — — 26,691 Disposition fees 1,024 — 2,123 — — 3,147 220 — 20 — — 240 Total $ 7,326 $ 8,430 $ 6,326 $ 32 $ 2 $ 22,116 $ 6,251 $ 25,887 $ 6,475 $ — $ — $ 38,614 Six Months Ended June 30, 2016 2015 NorthStar Income NorthStar Healthcare NorthStar Income II NorthStar/RXR New York Metro NorthStar Corporate Fund Total NorthStar Income NorthStar Healthcare NorthStar Income II NorthStar/RXR New York Metro NorthStar Corporate Fund Total Asset management fees $ 10,908 $ 15,810 $ 8,607 $ 4 $ 2 $ 35,331 $ 12,396 $ 6,368 $ 3,706 $ — $ — $ 22,470 Acquisition fees 2,724 12,247 848 28 — 15,847 — 22,485 5,276 — — 27,761 Disposition fees 2,332 — 2,753 — — 5,085 1,236 — 275 — — 1,511 Total $ 15,964 $ 28,057 $ 12,208 $ 32 $ 2 $ 56,263 $ 13,632 $ 28,853 $ 9,257 $ — $ — $ 51,742 |
Investments in Unconsolidated25
Investments in Unconsolidated Ventures (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary of Investments in Unconsolidated Ventures | The following table summarizes the Company’s investments in unconsolidated ventures (dollars in thousands): Acquisition Date Ownership Interest June 30, 2016 December 31, 2015 Investment AHI Interest (1) Dec-14 43% $ 38,452 $ 45,581 Distributed Finance (2) Jun-14 50% — 2,679 Island Interest (3) Jan-15 45% 39,302 39,809 Subtotal Indirect Investments 77,754 88,069 Townsend Funds (4) Various Various 21,455 — Total $ 99,209 $ 88,069 ____________________ (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. For the three and six months ended June 30, 2016 , the Company received distributions of $1.0 million and $3.5 million related to the AHI Interest, respectively. (2) The Company acquired an interest in Distributed Finance, a marketplace finance platform, for $4.0 million . As of June 30, 2016 , the investment is fully impaired. (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. The Company’s investment in Island is expected to be sold in connection with the Mergers. For the three and six months ended June 30, 2016 , the Company received distributions of $1.5 million and $2.6 million related to the Island Interest, respectively. (4) Represents interests in real estate private equity funds sponsored by Townsend (refer to below). |
Summary of Unconsolidated Ventures | The following tables summarize the Company’s equity in earnings (losses) related on investments in unconsolidated ventures which are accounted for using the equity method for the three and six months ended June 30, 2016 and 2015 (dollars in thousands): Three Months Ended June 30, 2016 Three Months Ended June 30, 2015 Operating Income (Loss) Non-cash Income (Expense) Equity in Earnings (Loss) Operating Income (Loss) Non-cash Income (Expense) Equity in Earnings (Loss) Investment AHI Interest $ 723 $ (2,497 ) (1) $ (1,774 ) $ 1,481 $ (2,806 ) (1) $ (1,325 ) Distributed Finance — (500 ) (2) (500 ) (319 ) — (319 ) Island Interest 1,716 (443 ) (3) 1,273 1,734 — 1,734 Total $ 2,439 $ (3,440 ) $ (1,001 ) $ 2,896 $ (2,806 ) $ 90 Six Months Ended June 30, 2016 Six Months Ended June 30, 2015 Operating Income (Loss) Non-cash Income (Expense) Equity in Earnings (Loss) Operating Income (Loss) Non-cash Income (Expense) Equity in Earnings (Loss) Investment AHI Interest $ 944 $ (5,821 ) (1) $ (4,877 ) $ 3,090 $ (6,092 ) (1) $ (3,002 ) Distributed Finance (254 ) (2,370 ) (2) (2,624 ) (536 ) — (536 ) Island Interest 3,014 (886 ) (3) 2,128 2,757 (4) — 2,757 Total $ 3,704 $ (9,077 ) $ (5,373 ) $ 5,311 $ (6,092 ) $ (781 ) _________________ (1) Includes equity-based compensation expense and depreciation and amortization. (2) Represents an impairment loss. As of June 30, 2016 , the maximum exposure to loss is $0.8 million carrying value of the investment on the convertible debt (refer to Note 2). (3) Represents depreciation and amortization expense. (4) Includes from acquisition date on January 9, 2015 through June 30, 2015 . |
Schedule of Townsend Funds | The following table summarizes the Townsend Funds, which are accounted for at fair value, as of June 30, 2016 , for the three months ended June 30, 2016 and for the period from the Townsend Acquisition Date through June 30, 2016 (dollars in thousands): As of June 30, 2016 Three Months Ended June 30, 2016 Period from the Townsend Acquisition Date through June 30, 2016 Number of Funds (1) Fair Value (2) Unfunded Commitments (2)(3) Income (4) Distributions (2) Contributions Income (4) Distributions (2) Contributions 26 $ 21,455 $ 10,418 $ 444 $ 611 $ 1,475 $ 444 $ 1,009 $ 4,313 _________________ (1) Investments in closed-ended funds are not redeemable and investments in open-ended funds have semi-annual redemption options with 120 days advance notice. (2) The Company assumed an obligation to the sellers of Townsend, including certain Townsend employees, under which they are entitled to approximately 84% of the value of the Townsend Funds at the Townsend Acquisition Date along with any income related to capital contributed prior to acquisition. The Company is obligated to fund all future contributions and is entitled to any income on such contributions subsequent to the Townsend Acquisition Date. As of June 30, 2016 , the carrying amount of such liability is $15.9 million and is recorded in other liabilities. Certain distributions received for the quarter will be paid against the assumed obligation of $15.9 million to the sellers. (3) Subsequent to the Townsend Acquisition Date, the Company has commitments to co-invest approximately 1% of the total unfunded commitment in the Townsend Funds. (4) The Company’s portion of equity in earnings from the Townsend Funds is $0.2 million for the three months ended June 30, 2016 and for the period from the Townsend Acquisition Date through June 30, 2016 . |
Compensation Expense (Tables)
Compensation Expense (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Share-based Compensation [Abstract] | |
Schedule of Compensation Expense | The following table presents a summary of compensation expense for the three and six months ended June 30, 2016 and 2015 (dollars in thousands): Three Months Ended Six Months Ended 2016 2015 2016 2015 Salaries and related expenses $ 20,323 $ 17,705 $ 40,361 $ 29,850 Equity-based compensation expense 13,637 15,002 30,770 28,620 Total $ 33,960 $ 32,707 $ 71,131 $ 58,470 |
Schedule of Equity-based Compensation Expense | The following tables present equity-based compensation expense for the three and six months ended June 30, 2016 and 2015 (dollars in thousands): Time-Based Awards Performance-Based Awards Total Three Months Ended June 30, Three Months Ended June 30, Three Months Ended June 30, 2016 2015 2016 2015 2016 2015 NSAM spin grants (1) $ 2,000 $ 3,868 $ 3,653 $ 3,736 $ 5,653 $ 7,604 NSAM bonus plan 4,725 3,294 1,177 878 5,902 4,172 NorthStar Realty bonus plan (2) 1,017 2,159 591 967 1,608 3,126 Townsend grants 367 — — — 367 — Dividends to non-employees 107 100 — — 107 100 Total $ 8,216 $ 9,421 $ 5,421 $ 5,581 $ 13,637 $ 15,002 __________________ (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. Time-Based Awards Performance-Based Awards Total Six Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 2016 2015 NSAM spin grants (1) $ 4,022 $ 7,677 $ 7,367 $ 7,415 $ 11,389 $ 15,092 NSAM bonus plan 12,893 5,029 2,176 1,216 15,069 6,245 NorthStar Realty bonus plan (2) 2,295 5,129 1,183 1,923 3,478 7,052 Townsend grants 601 — — — 601 — Dividends to non-employees 233 231 — — 233 231 Total $ 20,044 $ 18,066 $ 10,726 $ 10,554 $ 30,770 $ 28,620 __________________ (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. |
Summary of LTIP Units and Unvested Restricted Stock | The balance as of June 30, 2016 represents LTIP Units whether vested or not that are outstanding and unvested shares of restricted stock (grants in thousands): Six Months Ended June 30, 2016 Restricted Stock (1) LTIP Units Total Grants Weighted December 31, 2015 3,268 1,792 5,060 $ 22.02 New grants 2,577 — 2,577 10.85 Townsend grants 658 — 658 11.00 Vesting (771 ) (2) — (771 ) 13.87 Forfeited or canceled grants (36 ) (1 ) (37 ) 18.67 June 30, 2016 5,696 1,791 7,487 $ 18.06 ___________________ (1) Represents restricted stock included in common stock. (2) Includes 0.5 million shares of restricted stock that vested and 0.3 million shares of restricted stock that were retired to satisfy minimum statutory withholding requirements. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Earnings Per Share | The following table presents EPS for the three and six months ended June 30, 2016 and 2015 (dollars and shares in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Numerator: Net income (loss) attributable to NorthStar Asset Management Group Inc. common stockholders $ 10,924 $ 38,024 $ 28,497 $ 59,792 Less: Earnings (loss) allocated to unvested participating securities (805 ) (1,315 ) (1,868 ) (2,226 ) Numerator for basic income (loss) per share 10,119 36,709 26,629 57,566 Add: Undistributed earnings allocated to participating nonvested shares — 682 — 822 Less: Undistributed earnings reallocated to participating nonvested shares — (457 ) — (705 ) Net income (loss) attributable to LTIP Units non-controlling interests 111 188 286 390 Numerator for diluted income (loss) per share $ 10,230 $ 37,122 $ 26,915 $ 58,073 Denominator: Weighted average number of shares of common stock 183,325 189,599 183,177 189,574 Incremental diluted shares 1,792 4,210 1,792 4,090 Weighted average number of diluted shares (1) 185,117 193,809 184,969 193,664 Earnings (loss) per share: Basic $ 0.06 $ 0.19 $ 0.15 $ 0.30 Diluted $ 0.06 $ 0.19 $ 0.15 $ 0.30 _______________________ (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. |
Non-controlling Interests (Tabl
Non-controlling Interests (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Noncontrolling Interest [Abstract] | |
Summary of Redeemable Noncontrolling Interest | The following table presents a summary of changes in the redeemable non-controlling interests from the Townsend Acquisition Date through June 30, 2016 (dollars in thousands): Beginning balance $ — Contributions 75,703 Distributions (2,482 ) Net income (loss) 2,136 Currency translation adjustment and other (176 ) Ending balance $ 75,181 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following tables present segment reporting for the three and six months ended June 30, 2016 and 2015 (dollars in thousands): Statement of Operations: Three Months Ended June 30, 2016 NorthStar Listed Companies Retail Companies Broker Dealer (1) Direct Investments Corporate/Other Total Asset management and other fees $ 50,157 $ 22,115 $ — $ 17,809 $ — $ 90,081 Selling commission and dealer manager fees, related parties — — 4,888 — — 4,888 Commission expense — — 4,471 — — 4,471 Interest expense — — — — 6,922 6,922 Compensation expense — — 2,317 7,328 24,315 33,960 Other general and administrative expenses — — 2,074 1,502 7,023 10,599 Equity in earnings (losses) of unconsolidated ventures (2) — — — (852 ) — (852 ) Income tax benefit (expense) — — — (1,154 ) (1,154 ) Net income (loss) 50,157 22,115 (4,001 ) 5,896 (62,028 ) (3) 12,139 _______________ (1) Direct general and administrative expenses incurred by the broker dealer. (2) For the three months ended June 30, 2016 , the Company recognized in equity in earnings (losses), operating income of $2.4 million , which excludes $0.5 million impairment loss, $2.9 million of equity-based compensation expense and depreciation and amortization expense and $0.2 million related to the Townsend Funds. (3) Includes general and administrative expenses including equity-based compensation of $13.0 million , transaction costs of $17.8 million and unrealized loss of $4.6 million . Statement of Operations: Three Months Ended June 30, 2015 NorthStar Listed Companies (1) Retail Companies (1) Broker Dealer (2) Direct Investments Corporate/Other (1) Total Asset management and other fees $ 51,744 $ 38,614 $ — $ — $ — $ 90,358 Selling commission and dealer manager fees, related parties — — 28,337 — — 28,337 Commission expense — — 26,338 — — 26,338 Compensation expense — — 1,705 — 31,002 32,707 Other general and administrative expenses — — 2,848 — 6,407 9,255 Equity in earnings (losses) of unconsolidated ventures (3) — — — 90 — 90 Income tax benefit (expense) — — — — (12,055 ) (12,055 ) Net income (loss) 51,744 38,614 (2,583 ) 90 (49,653 ) 38,212 _______________ (1) In the fourth quarter of 2014, the Company refined its segments to conform with its management of such businesses. Accordingly, certain fees that previously eliminated in consolidation between these segments are recorded within the Corporate segment. In consolidation, the intercompany fees continue to be eliminated. The Company has reclassified the prior period segment financial results to conform to the current presentation. (2) Direct general and administrative expenses incurred by the broker dealer. (3) For the three months ended June 30, 2015 , the Company recognized in equity in earnings (losses), operating income of $2.9 million , which excludes $2.8 million of equity-based compensation expense and depreciation and amortization expense. Statement of Operations: Six Months Ended June 30, 2016 NorthStar Listed Companies Retail Companies Broker Dealer (1) Direct Investments Corporate/Other Total Asset management and other fees $ 100,184 $ 56,263 $ — $ 29,914 $ — $ 186,361 Selling commission and dealer manager fees, related parties — — 11,259 — — 11,259 Commission expense — — 10,417 — — 10,417 Interest expense — — — — 12,086 12,086 Compensation expense — — 4,895 12,418 53,818 71,131 Other general and administrative expenses — — 4,192 2,397 14,333 20,922 Equity in earnings (losses) of unconsolidated ventures (2) — — — (5,282 ) — (5,282 ) Income tax benefit (expense) — — — (3,623 ) (3,623 ) Net income (loss) 100,184 56,263 (8,295 ) 7,837 (125,070 ) (3) 30,919 __________________ (1) Direct general and administrative expenses incurred by the broker dealer. (2) For the six months ended June 30, 2016 , the Company recognized in equity in earnings (losses), operating income of $3.7 million , which excludes $2.4 million impairment loss, $6.7 million of equity-based compensation expense and depreciation and amortization expense and $0.2 million related to the Townsend Funds. (3) Includes general and administrative expenses including equity-based compensation of $29.5 million , transaction costs of $25.1 million and unrealized loss of $15.3 million . Statement of Operations: Six Months Ended June 30, 2015 NorthStar Listed Companies (1) Retail Companies (1) Broker Dealer (2) Direct Investments Corporate/Other (1) Total Asset management and other fees $ 99,995 $ 51,742 $ — $ — $ — $ 151,737 Selling commission and dealer manager fees, related parties — — 58,260 — — 58,260 Commission expense — — 54,034 — — 54,034 Compensation expense — — 3,940 — 54,530 58,470 Other general and administrative expenses — — 4,765 — 10,595 15,360 Equity in earnings (losses) of unconsolidated ventures (3) — — — (781 ) — (781 ) Income tax benefit (expense) — — — — (19,992 ) (19,992 ) Net income (loss) 99,995 51,742 (4,549 ) (781 ) (86,225 ) 60,182 _______________ (1) In the fourth quarter of 2014, the Company refined its segments to conform with its management of such businesses. Accordingly, certain fees that previously eliminated in consolidation between these segments are recorded within the Corporate segment. In consolidation, the intercompany fees continue to be eliminated. The Company has reclassified the prior period segment financial results to conform to the current presentation. (2) Direct general and administrative expenses incurred by the broker dealer. (3) For the six months ended June 30, 2015 , the Company recognized in equity in losses, operating income of $5.3 million , which excludes $6.1 million of equity-based compensation expense and depreciation and amortization expense. Total Assets NorthStar Listed Companies (1) Retail Companies (1) Broker Dealer Direct Investments Corporate/Other Total June 30, 2016 $ 53,334 $ 58,759 $ 6,543 $ 578,400 $ 118,477 $ 815,513 December 31, 2015 50,924 66,246 16,470 88,069 153,112 374,821 _______________ (1) Primarily represents receivables from related parties as of June 30, 2016 . Subsequent to June 30, 2016 , the Company received $55.8 million of reimbursements from the Managed Companies and Townsend. |
Business and Organization (Deta
Business and Organization (Details) $ in Millions | Jul. 01, 2014 | Jan. 31, 2017USD ($) | Jun. 30, 2016USD ($) | Jan. 29, 2016 |
Variable Interest Entity [Line Items] | ||||
Conversion rate of common stock | 1 | |||
Length of management contract term | 20 years | 20 years | ||
Townsend | ||||
Variable Interest Entity [Line Items] | ||||
Ownership interest acquired | 84.00% | 84.00% | ||
Amount of real assets managed or advisor to | $ 176,400 | |||
AHI Interest | ||||
Variable Interest Entity [Line Items] | ||||
Ownership interest acquired | 43.00% | |||
Island Interest | ||||
Variable Interest Entity [Line Items] | ||||
Ownership interest acquired | 45.00% | |||
Merger Agreement with NorthStar Realty and Colony Capital, Inc. | Forecast | ||||
Variable Interest Entity [Line Items] | ||||
Ownership interest acquired | 32.85% | |||
Common stock conversion ratio | 1 | |||
Expected special cash dividend declared, prior to closing of Mergers | $ 128 | |||
Merger Agreement with NorthStar Realty and Colony Capital, Inc. | NorthStar Realty | Forecast | ||||
Variable Interest Entity [Line Items] | ||||
Ownership interest acquired | 33.90% | |||
Merger Agreement with NorthStar Realty and Colony Capital, Inc. | Colony Capital, Inc. | Forecast | ||||
Variable Interest Entity [Line Items] | ||||
Ownership interest acquired | 33.25% |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | Jan. 29, 2016 | Jun. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||||
Revenue | $ 17,800,000 | |||
Net income | 6,800,000 | |||
Commission payable | 1,200,000 | $ 1,200,000 | ||
Allowance for doubtful accounts | 0 | 0 | ||
Investments measured at net asset value | 21,500,000 | 21,500,000 | $ 0 | |
North Star Realty Securities | ||||
Related Party Transaction [Line Items] | ||||
Commission payable due to employees | $ 200,000 | $ 200,000 | ||
Townsend | ||||
Related Party Transaction [Line Items] | ||||
Ownership interest acquired | 84.00% | 84.00% | 84.00% | |
Consideration for acquisition | $ 383,000,000 | |||
Revenue | $ 29,900,000 | |||
Net income | 11,300,000 | |||
Investments measured at net asset value | $ 21,500,000 | $ 21,500,000 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Initial Allocation of Purchase Price (Details) - USD ($) $ in Thousands | Jan. 29, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Assets | |||
Goodwill | $ 251,285 | $ 0 | |
Liabilities | |||
Deferred tax liabilities, net | $ 5,892 | $ 0 | |
Townsend | |||
Assets | |||
Cash | $ 14,318 | ||
Investments in unconsolidated ventures | 17,738 | ||
Intangible assets, net | 202,070 | ||
Goodwill | 251,285 | ||
Other assets acquired | 42,546 | ||
Total assets | 527,957 | ||
Liabilities | |||
Accounts payable and accrued expenses | 34,312 | ||
Other liabilities acquired | 26,841 | ||
Total liabilities | 61,153 | ||
Redeemable non-controlling interests | 75,202 | ||
Total equity | 391,602 | ||
Total liabilities and equity | 527,957 | ||
Expected goodwill deductible for tax purposes | 171,500 | ||
Deferred tax liabilities, net | 5,500 | ||
Closing adjustment related to dividends | $ 7,600 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Pro Forma Revenue (Details) - Townsend - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Business Acquisition [Line Items] | ||||
Pro forma total revenues | $ 97,095 | $ 134,754 | $ 207,402 | $ 240,889 |
Pro forma net income (loss) attributable to common stockholders | $ 10,924 | $ 36,612 | $ 34,767 | $ 55,978 |
Pro forma EPS - basic (in dollars per share) | $ 0.06 | $ 0.19 | $ 0.18 | $ 0.28 |
Pro forma EPS - diluted (in dollars per share) | $ 0.06 | $ 0.18 | $ 0.18 | $ 0.28 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Identified Intangibles (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 202,070 | |
Accumulated Amortization | (3,244) | |
Net | 198,826 | |
Goodwill | 251,285 | $ 0 |
Gross Amount, Total | 453,355 | |
Net, Total | 450,111 | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 188,250 | |
Accumulated Amortization | (2,925) | |
Net | $ 185,325 | |
Customer relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life in Years | 25 years | |
Customer relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life in Years | 30 years | |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 13,610 | |
Estimated Useful Life in Years | 20 years | |
Accumulated Amortization | $ (284) | |
Net | 13,326 | |
Proprietary technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 210 | |
Estimated Useful Life in Years | 3 years | |
Accumulated Amortization | $ (35) | |
Net | $ 175 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Amortization of Intangible Assets (Details) $ in Thousands | Jun. 30, 2016USD ($) |
Accounting Policies [Abstract] | |
July 1 through December 31, 2016 | $ 3,893 |
2,017 | 7,785 |
2,018 | 7,750 |
2,019 | 7,701 |
2,020 | 7,701 |
Thereafter | 163,996 |
Net | $ 198,826 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Other Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Other assets: | |||
Deferred tax asset, net | $ 15,063 | $ 10,880 | |
Prepaid expenses | 6,411 | 4,781 | |
Prepaid income taxes | 10,238 | 0 | |
Furniture, fixtures and equipment, net | 4,489 | 4,333 | |
Pending deal costs | 3,890 | 625 | |
Pending deal costs | 2,784 | 2,380 | |
Convertible debt, net | 781 | 0 | |
Due from participating broker-dealers | 181 | 398 | |
Deferred financing costs, net | 0 | 912 | |
Other | 810 | 932 | |
Total | 44,647 | $ 25,241 | |
Schedule of Equity Method Investments [Line Items] | |||
Impairment on convertible debt | 270 | $ 0 | |
Distribution Finance | |||
Schedule of Equity Method Investments [Line Items] | |||
Impairment on convertible debt | $ 300 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Other Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Jan. 29, 2016 | Dec. 31, 2015 |
Other liabilities: | |||
Townsend Funds liability | $ 15,881 | $ 0 | |
Deferred tax liabilities, net | 5,892 | 0 | |
Deposit payable | 2,415 | 0 | |
Deferred incentive fees | 1,001 | 0 | |
Other | 754 | 930 | |
Total | $ 25,943 | $ 930 | |
Townsend | |||
Other liabilities: | |||
Deferred tax liabilities, net | $ 5,500 | ||
Business Acquisition [Line Items] | |||
Percentage of obligations | 84.00% |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Accounts payable and accrued expenses: | ||
Accrued bonus and related taxes | $ 19,294 | $ 63,935 |
Incentive fee compensation | 10,652 | 0 |
Accrued operating expenses | 11,883 | 8,771 |
Accrued payroll | 5,272 | 1,312 |
Accrued interest payable | 3,982 | 92 |
Dividends payable related to equity-based awards | 759 | 574 |
Accrued equity-based compensation awards | 683 | 763 |
Accrued participating interests buyout | 0 | 8,110 |
Share purchase payable | 1,316 | 6,603 |
Total | $ 53,841 | $ 90,160 |
Townsend | ||
Business Acquisition [Line Items] | ||
Incentive fees | 50.00% |
Management Agreements - Asset M
Management Agreements - Asset Management and Other Fees (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jan. 29, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Institutional Capital | Direct Investments | |||||
Related Party Transaction [Line Items] | |||||
Operating expense | $ 1,800 | ||||
Retail Companies | |||||
Related Party Transaction [Line Items] | |||||
Fee revenue | $ 22,116 | $ 38,614 | $ 56,263 | $ 51,742 | |
Asset Management and Other Fees | |||||
Related Party Transaction [Line Items] | |||||
Fee revenue | 90,081 | 90,358 | 186,361 | 151,737 | |
Asset Management and Other Fees | Institutional Capital | |||||
Related Party Transaction [Line Items] | |||||
Fee revenue | 17,809 | 0 | 29,914 | 0 | |
Asset Management and Other Fees | NorthStar Listed Companies | |||||
Related Party Transaction [Line Items] | |||||
Fee revenue | $ 50,156 | 51,744 | $ 100,184 | 99,995 | |
Asset Management and Other Fees | Retail Companies | |||||
Related Party Transaction [Line Items] | |||||
Fee revenue | $ 38,614 | $ 51,742 |
Management Agreements - NorthSt
Management Agreements - NorthStar Listed Companies (Narrative) (Details) - USD ($) | Jul. 01, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
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% | ||||
NSAM bonus plan | |||||
Related Party Transaction [Line Items] | |||||
Percent of long-term bonuses paid under NSAM Bonus Plan | 50.00% | ||||
NorthStar Listed Companies | |||||
Related Party Transaction [Line Items] | |||||
Reimbursement cap on the Additional Allocation | 20.00% | ||||
Related party allocated costs | $ 200,000 | $ 800,000 | $ 500,000 | $ 2,800,000 | |
NorthStar Realty | |||||
Related Party Transaction [Line Items] | |||||
Threshold for assets under management | $ 10,000,000,000 | $ 10,000,000,000 |
Management Agreements - Base Ma
Management Agreements - Base Management and Incentive Fee (Details) - USD ($) | Nov. 01, 2015 | Jul. 01, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Related Party Transaction [Line Items] | ||||||
Additional annual base management fee | $ 10,000,000 | |||||
NorthStar Realty | NorthStar Listed Companies | Base management fee | ||||||
Related Party Transaction [Line Items] | ||||||
Current in place annual base management fee | $ 186,000,000 | |||||
Fee revenue | $ 46,700,000 | $ 48,200,000 | $ 93,200,000 | $ 93,600,000 | ||
Base management fee increase per annum | 1.50% | |||||
NorthStar Realty | NorthStar Listed Companies | Incentive fee | ||||||
Related Party Transaction [Line Items] | ||||||
Fee revenue | $ 0 | 3,500,000 | $ 0 | 6,400,000 | ||
NorthStar Realty | NorthStar Listed Companies | Incentive fee | Minimum | ||||||
Related Party Transaction [Line Items] | ||||||
Incentive fee hurdle | 15.00% | 15.00% | 15.00% | |||
NorthStar Realty | NorthStar Listed Companies | Incentive fee | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Incentive fee hurdle | 25.00% | 25.00% | 25.00% | |||
NorthStar Realty | NorthStar 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 | NorthStar 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 | NorthStar 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 | NorthStar Listed Companies | Base management fee | ||||||
Related Party Transaction [Line Items] | ||||||
Current in place annual base management fee | $ 14,000,000 | |||||
Fee revenue | $ 3,500,000 | 0 | $ 7,000,000 | 0 | ||
NorthStar Europe | NorthStar Listed Companies | Incentive fee | ||||||
Related Party Transaction [Line Items] | ||||||
Fee revenue | $ 0 | $ 0 | $ 0 | $ 0 | ||
NorthStar Europe | NorthStar Listed Companies | Incentive fee | Minimum | ||||||
Related Party Transaction [Line Items] | ||||||
Incentive fee hurdle | 15.00% | |||||
NorthStar Europe | NorthStar Listed Companies | Incentive fee | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Incentive fee hurdle | 20.00% | |||||
NorthStar Europe | NorthStar 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 | NorthStar 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 | NorthStar 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 - Summary
Management Agreements - Summary of Fee Arrangements with Retail Companies (Details) $ in Thousands, shares in Millions | Jan. 19, 2016USD ($) | Feb. 02, 2015USD ($) | Mar. 31, 2016USD ($)shares | Jun. 30, 2016USD ($)fundshares | Aug. 02, 2016USD ($) | Dec. 31, 2015USD ($) |
Related Party Transaction [Line Items] | ||||||
Total investments | $ 815,513 | $ 374,821 | ||||
Incentive payments (percent of net cash flows) | 15.00% | |||||
Issuance of performance common stock | $ 0 | $ 0 | ||||
NorthStar Income | ||||||
Related Party Transaction [Line Items] | ||||||
Offering amount | 1,200,000 | |||||
Total investments | $ 1,900,000 | |||||
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 | $ 1,300,000 | |||||
NorthStar Healthcare | ||||||
Related Party Transaction [Line Items] | ||||||
Offering amount | $ 700,000 | $ 1,100,000 | $ 2,100,000 | |||
Total investments | $ 3,400,000 | |||||
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] | ||||||
Total capital raised | 1,800,000 | |||||
NorthStar Income II | ||||||
Related Party Transaction [Line Items] | ||||||
Offering amount | $ 1,650,000 | |||||
Total investments | $ 1,300,000 | |||||
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 | 1,100,000 | |||||
NorthStar/RXR New York Metro | ||||||
Related Party Transaction [Line Items] | ||||||
Offering amount | $ 2,000,000 | |||||
Total investments | $ 4,900 | |||||
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 (shares) | shares | 0.2 | |||||
Issuance of performance common stock | $ 2,000 | |||||
NorthStar/RXR New York Metro | Subsequent Event | ||||||
Related Party Transaction [Line Items] | ||||||
Total capital raised | 2,700 | |||||
NorthStar Corporate Fund | ||||||
Related Party Transaction [Line Items] | ||||||
Offering amount | 3,200,000 | |||||
Total investments | $ 1,400 | |||||
Asset management fees (percent of average gross assets) | 2.00% | |||||
Number of feeder funds | fund | 2 | |||||
Shares issued (shares) | shares | 0.2 | |||||
Issuance of performance common stock | $ 2,000 | |||||
Percent of net investment income | 100.00% | |||||
Percent in excess of 8.75% | 20.00% | |||||
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% | |||||
NorthStar Corporate Fund | Subsequent Event | ||||||
Related Party Transaction [Line Items] | ||||||
Total capital raised | 2,200 | |||||
NorthStar Capital Fund | ||||||
Related Party Transaction [Line Items] | ||||||
Offering amount | $ 3,200,000 | |||||
Asset management fees (percent of average gross assets) | 2.00% | |||||
Shares issued (shares) | shares | 0.2 | |||||
Issuance of performance common stock | $ 2,000 | |||||
NorthStar Capital Fund | Subsequent Event | ||||||
Related Party Transaction [Line Items] | ||||||
Total capital raised | $ 2,200 |
Management Agreements - Asset43
Management Agreements - Asset Management and Other Fees Earned from Retail Companies (Details) - Retail Companies - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Related Party Transaction [Line Items] | ||||
Fee revenue | $ 22,116 | $ 38,614 | $ 56,263 | $ 51,742 |
Asset management fees | ||||
Related Party Transaction [Line Items] | ||||
Fee revenue | 17,897 | 11,683 | 35,331 | 22,470 |
Acquisition fees | ||||
Related Party Transaction [Line Items] | ||||
Fee revenue | 1,072 | 26,691 | 15,847 | 27,761 |
Disposition fees | ||||
Related Party Transaction [Line Items] | ||||
Fee revenue | 3,147 | 240 | 5,085 | 1,511 |
NorthStar Income | ||||
Related Party Transaction [Line Items] | ||||
Fee revenue | 7,326 | 6,251 | 15,964 | 13,632 |
NorthStar Income | Asset management fees | ||||
Related Party Transaction [Line Items] | ||||
Fee revenue | 5,558 | 6,032 | 10,908 | 12,396 |
NorthStar Income | Acquisition fees | ||||
Related Party Transaction [Line Items] | ||||
Fee revenue | 744 | 0 | 2,724 | 0 |
NorthStar Income | Disposition fees | ||||
Related Party Transaction [Line Items] | ||||
Fee revenue | 1,024 | 220 | 2,332 | 1,236 |
NorthStar Healthcare | ||||
Related Party Transaction [Line Items] | ||||
Fee revenue | 8,430 | 25,887 | 28,057 | 28,853 |
NorthStar Healthcare | Asset management fees | ||||
Related Party Transaction [Line Items] | ||||
Fee revenue | 8,346 | 3,653 | 15,810 | 6,368 |
NorthStar Healthcare | Acquisition fees | ||||
Related Party Transaction [Line Items] | ||||
Fee revenue | 84 | 22,234 | 12,247 | 22,485 |
NorthStar Healthcare | Disposition fees | ||||
Related Party Transaction [Line Items] | ||||
Fee revenue | 0 | 0 | 0 | 0 |
NorthStar Income II | ||||
Related Party Transaction [Line Items] | ||||
Fee revenue | 6,326 | 6,475 | 12,208 | 9,257 |
NorthStar Income II | Asset management fees | ||||
Related Party Transaction [Line Items] | ||||
Fee revenue | 3,987 | 1,998 | 8,607 | 3,706 |
NorthStar Income II | Acquisition fees | ||||
Related Party Transaction [Line Items] | ||||
Fee revenue | 216 | 4,457 | 848 | 5,276 |
NorthStar Income II | Disposition fees | ||||
Related Party Transaction [Line Items] | ||||
Fee revenue | 2,123 | 20 | 2,753 | 275 |
NorthStar/RXR New York Metro | ||||
Related Party Transaction [Line Items] | ||||
Fee revenue | 32 | 0 | 32 | 0 |
NorthStar/RXR New York Metro | Asset management fees | ||||
Related Party Transaction [Line Items] | ||||
Fee revenue | 4 | 0 | 4 | 0 |
NorthStar/RXR New York Metro | Acquisition fees | ||||
Related Party Transaction [Line Items] | ||||
Fee revenue | 28 | 0 | 28 | 0 |
NorthStar/RXR New York Metro | Disposition fees | ||||
Related Party Transaction [Line Items] | ||||
Fee revenue | 0 | 0 | 0 | 0 |
NorthStar Corporate Fund | ||||
Related Party Transaction [Line Items] | ||||
Fee revenue | 2 | 0 | 2 | 0 |
NorthStar Corporate Fund | Asset management fees | ||||
Related Party Transaction [Line Items] | ||||
Fee revenue | 2 | 0 | 2 | 0 |
NorthStar Corporate Fund | Acquisition fees | ||||
Related Party Transaction [Line Items] | ||||
Fee revenue | 0 | 0 | 0 | 0 |
NorthStar Corporate Fund | Disposition fees | ||||
Related Party Transaction [Line Items] | ||||
Fee revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Management Agreements - Retail
Management Agreements - Retail Companies (Narrative) (Details) shares in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2016USD ($)shares | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)companyshares | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Related Party Transaction [Line Items] | ||||||
Commitment to purchase common stock period | 2 years | |||||
Issuance of performance common stock | $ 0 | $ 0 | ||||
Retail Companies | ||||||
Related Party Transaction [Line Items] | ||||||
Related party allocated costs | $ 8,300,000 | $ 9,100,000 | 17,600,000 | $ 18,300,000 | ||
NorthStar Corporate Investment | Retail Companies | ||||||
Related Party Transaction [Line Items] | ||||||
Projected proceeds from public offering | $ 1,000,000,000 | $ 1,000,000,000 | ||||
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 shares | ||||||
Related Party Transaction [Line Items] | ||||||
Commitment to purchase common stock (percent) | 75.00% | |||||
NorthStar/RXR New York Metro | ||||||
Related Party Transaction [Line Items] | ||||||
Number of common shares issued (shares) | shares | 0.2 | |||||
Issuance of performance common stock | $ 2,000,000 | |||||
NorthStar/RXR New York Metro | Class A shares | ||||||
Related Party Transaction [Line Items] | ||||||
Commitment to purchase common stock | 10,000,000 | $ 10,000,000 | ||||
Commitment to purchase common stock period | 2 years | |||||
RXR Realty | Class A shares | ||||||
Related Party Transaction [Line Items] | ||||||
Commitment to purchase common stock (percent) | 25.00% | |||||
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 | |||||
Number of common shares issued (shares) | shares | 0.2 | |||||
Issuance of performance common stock | $ 2,000,000 | |||||
NorthStar Capital Fund | ||||||
Related Party Transaction [Line Items] | ||||||
Commitment to purchase common stock | $ 10,000,000 | $ 10,000,000 | ||||
Number of common shares issued (shares) | shares | 0.2 | |||||
Issuance of performance common stock | $ 2,000,000 |
Management Agreements - Summa45
Management Agreements - Summary of Expense Arrangements with Retail Companies (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2016USD ($) | |
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 | $ 11.9 |
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 | $ 29 |
Organization and offering costs (percent of proceeds expected to be raised) | 1.00% |
NorthStar Capital Fund | |
Related Party Transaction [Line Items] | |
Organization and offering costs | $ 29 |
Organization and offering costs (percent of proceeds expected to be raised) | 1.00% |
Management Agreements - Townsen
Management Agreements - Townsend (Narrative) (Details) - Townsend - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 5 Months Ended |
Jan. 29, 2016 | Jun. 30, 2016 | Jun. 30, 2016 | |
Direct Investments | |||
Related Party Transaction [Line Items] | |||
Management and other fees | $ 1.8 | ||
Management, Advisory and Incentive Fees from Townsend Acquisition | |||
Related Party Transaction [Line Items] | |||
Fee revenue | $ 17.8 | $ 29.9 | |
Management, Advisory and Incentive Fees from Townsend Acquisition | Other Income | |||
Related Party Transaction [Line Items] | |||
Fee revenue | $ 0.3 | $ 1 |
Management Agreements - Receiva
Management Agreements - Receivables, net (Details) - USD ($) $ in Thousands | 1 Months Ended | |||
Aug. 08, 2016 | Aug. 05, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | ||||
Related party receivables | $ 109,012 | $ 93,809 | ||
Unreimbursed costs receivable | 27,000 | 33,700 | ||
Subsequent Event | ||||
Related Party Transaction [Line Items] | ||||
Reimbursement revenue | $ 55,800 | |||
NorthStar Listed Companies | ||||
Related Party Transaction [Line Items] | ||||
Related party receivables | 50,156 | 54,067 | ||
Retail Companies | ||||
Related Party Transaction [Line Items] | ||||
Related party receivables | 38,851 | 39,742 | ||
Managed Companies and Townsend | Subsequent Event | ||||
Related Party Transaction [Line Items] | ||||
Reimbursement revenue | $ 55,800 | |||
Base management fees | Institutional Capital | ||||
Related Party Transaction [Line Items] | ||||
Related party receivables | 20,005 | 0 | ||
Base management fees | NorthStar Listed Companies | ||||
Related Party Transaction [Line Items] | ||||
Related party receivables | 50,156 | 49,769 | ||
Base management fees | Retail Companies | ||||
Related Party Transaction [Line Items] | ||||
Related party receivables | 181 | 446 | ||
Other receivables | NorthStar Listed Companies | ||||
Related Party Transaction [Line Items] | ||||
Related party receivables | 0 | 4,298 | ||
Other receivables | Retail Companies | ||||
Related Party Transaction [Line Items] | ||||
Related party receivables | $ 38,670 | $ 39,296 |
Management Agreements - Selling
Management Agreements - Selling Commission and Dealer Manager Fees and Commission Expense (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2016 | |
Class A shares | |
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 shares | |
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% |
Management Agreements - Selli49
Management Agreements - Selling Commission and Dealer Manager Fees, Commission Expense and Net Commission Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Related Party Transaction [Line Items] | ||||
Selling commission and dealer manager fees, related parties | $ 4,888 | $ 28,337 | $ 11,259 | $ 58,260 |
Commission expense | 4,471 | 26,338 | 10,417 | 54,034 |
Net commission income | 417 | 1,999 | 842 | 4,226 |
NorthStar Securities | ||||
Related Party Transaction [Line Items] | ||||
Reallowed commission expense | $ 700 | $ 3,200 | $ 1,600 | $ 6,600 |
Management Agreements - Other (
Management Agreements - Other (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Management Agreements [Abstract] | ||||
Special servicing fees | $ 0.7 | $ 0.4 | $ 0.7 | $ 0.8 |
Investments in Unconsolidated51
Investments in Unconsolidated Ventures - Unconsolidated Ventures (Details) - USD ($) $ in Thousands | Dec. 31, 2014 | Jun. 30, 2014 | Jan. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 |
Investments in and Advances to Affiliates [Line Items] | |||||||
Indirect Investments | $ 77,754 | $ 77,754 | $ 88,069 | ||||
Total | $ 99,209 | 99,209 | 88,069 | ||||
Distributions | 6,867 | $ 3,189 | |||||
Stock issued | $ 1,010 | $ 0 | |||||
AHI Interest | |||||||
Investments in and Advances to Affiliates [Line Items] | |||||||
Ownership Interest | 43.00% | 43.00% | |||||
Indirect Investments | $ 38,452 | $ 38,452 | 45,581 | ||||
Consideration | $ 57,500 | ||||||
Cash consideration | 37,500 | ||||||
Common stock consideration | 20,000 | ||||||
Common stock consideration that vested immediately | $ 10,000 | ||||||
Distributions | $ 1,000 | $ 3,500 | |||||
Distribution Finance | |||||||
Investments in and Advances to Affiliates [Line Items] | |||||||
Ownership Interest | 50.00% | 50.00% | |||||
Indirect Investments | $ 0 | $ 0 | 2,679 | ||||
Payments to acquire marketplace finance platform | $ 4,000 | ||||||
Island Interest | |||||||
Investments in and Advances to Affiliates [Line Items] | |||||||
Ownership Interest | 45.00% | 45.00% | |||||
Indirect Investments | $ 39,302 | $ 39,302 | 39,809 | ||||
Distributions | 1,500 | 2,600 | |||||
Payments to acquire marketplace finance platform | $ 33,200 | ||||||
Consideration for acquisition | 37,700 | ||||||
Stock issued | $ 4,500 | ||||||
Townsend | |||||||
Investments in and Advances to Affiliates [Line Items] | |||||||
Investment | $ 21,455 | $ 21,455 | $ 0 |
Investments in Unconsolidated52
Investments in Unconsolidated Ventures - Indirect Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2016 | |
Investments in and Advances to Affiliates [Line Items] | |||||
Operating Income (Loss) | $ 2,400 | $ 3,700 | $ 5,300 | ||
Equity in Earnings (Loss) | (852) | $ 90 | (5,282) | (781) | |
Unconsolidated Ventures | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Operating Income (Loss) | 2,439 | 2,896 | 3,704 | 5,311 | |
Non-cash Income (Expense) | (3,440) | (2,806) | (9,077) | (6,092) | |
Equity in Earnings (Loss) | (1,001) | 90 | (5,373) | (781) | |
Unconsolidated Ventures | AHI Interest | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Operating Income (Loss) | 723 | 1,481 | 944 | 3,090 | |
Non-cash Income (Expense) | (2,497) | (2,806) | (5,821) | (6,092) | |
Equity in Earnings (Loss) | (1,774) | (1,325) | (4,877) | (3,002) | |
Unconsolidated Ventures | Distributed Finance | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Operating Income (Loss) | 0 | (319) | (254) | (536) | |
Non-cash Income (Expense) | (500) | 0 | (2,370) | 0 | |
Equity in Earnings (Loss) | (500) | (319) | (2,624) | (536) | |
Maximum exposure to loss | $ 800 | ||||
Unconsolidated Ventures | Island Interest | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Operating Income (Loss) | 1,716 | 1,734 | 3,014 | 2,757 | |
Non-cash Income (Expense) | (443) | 0 | (886) | 0 | |
Equity in Earnings (Loss) | $ 1,273 | $ 1,734 | $ 2,128 | $ 2,757 |
Investments in Unconsolidated53
Investments in Unconsolidated Ventures - Townsend Funds (Details) | 3 Months Ended | 5 Months Ended | 6 Months Ended | |||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2016USD ($)fund | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||||
Income (Loss) from Equity Method Investments | $ (852,000) | $ 90,000 | $ (5,282,000) | $ (781,000) | ||
Fair Value | 21,500,000 | $ 21,500,000 | 21,500,000 | $ 0 | ||
Carrying amount of liability | 15,881,000 | 15,881,000 | $ 15,881,000 | $ 0 | ||
Townsend | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Income (Loss) from Equity Method Investments | 200,000 | |||||
Number of Funds | fund | 26 | |||||
Fair Value | 21,455,000 | 21,455,000 | $ 21,455,000 | |||
Unfunded Commitments | 10,418,000 | 10,418,000 | $ 10,418,000 | |||
Income | 444,000 | 444,000 | ||||
Distributions | 611,000 | 1,009,000 | ||||
Contributions | $ 1,475,000 | $ 4,313,000 | ||||
Notice period | 120 days | |||||
Ownership interest | 84.00% | 84.00% | 84.00% | |||
Carrying amount of liability | $ 15,900,000 | $ 15,900,000 | $ 15,900,000 | |||
Commitments to co-invest total capital in Townsend Funds | 1.00% | 1.00% | 1.00% | |||
Portion of equity in earnings | $ 200,000 |
Borrowings (Details)
Borrowings (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
Jan. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | |
Debt Instrument [Line Items] | |||
Repayments of outstanding revolving credit agreement | $ 100,000,000 | $ 0 | |
Term Loan | January 2016 Term Loan | |||
Debt Instrument [Line Items] | |||
Term loan | $ 500,000,000 | ||
Interest rate floor | 0.75% | ||
Term Loan | January 2016 Term Loan | LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 3.875% | ||
Line of Credit | Revolving credit facility | |||
Debt Instrument [Line Items] | |||
Repayments of outstanding revolving credit agreement | $ 100,000,000 |
Related Party Arrangements - No
Related Party Arrangements - NorthStar Realty (Narrative) (Details) - USD ($) shares in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||||
Credit facility | $ 0 | $ 0 | $ 100,000,000 | ||
NorthStar Listed Shares | |||||
Related Party Transaction [Line Items] | |||||
Related party expense | 200,000 | $ 800,000 | 500,000 | $ 2,800,000 | |
Value of shares purchased | 52,200,000 | ||||
Unrealized gain (loss) | 4,600,000 | 15,200,000 | |||
Dividend income | 1,100,000 | $ 2,200,000 | |||
NorthStar Realty | NorthStar Listed Shares | |||||
Related Party Transaction [Line Items] | |||||
Shares purchased (shares) | 2.7 | ||||
NorthStar Realty | Revolving credit facility | |||||
Related Party Transaction [Line Items] | |||||
Borrowing capacity | 250,000,000 | $ 250,000,000 | |||
Financial covenant, unrestricted cash or cash equivalents amount | 100,000,000 | ||||
Credit facility | 0 | $ 0 | |||
NorthStar Realty | Revolving credit facility | LIBOR | |||||
Related Party Transaction [Line Items] | |||||
Basis spread on variable rate | 3.50% | ||||
NorthStar Realty | Base management fee | |||||
Related Party Transaction [Line Items] | |||||
Related party expense | $ 200,000 | $ 400,000 | |||
NorthStar Europe | NorthStar Listed Shares | |||||
Related Party Transaction [Line Items] | |||||
Shares purchased (shares) | 0.2 |
Related Party Arrangements - He
Related Party Arrangements - Healthcare Strategic Joint Venture (Narrative) (Details) - shares | Jan. 19, 2016 | Dec. 17, 2015 | Feb. 02, 2015 | Jun. 30, 2016 |
Healthcare Strategic Partnership | Minimum | ||||
Related Party Transaction [Line Items] | ||||
Incentive fees | 20.00% | |||
Healthcare Strategic Partnership | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Incentive fees | 25.00% | |||
Mr. Flaherty | Restricted Stock Units (RSUs) | ||||
Related Party Transaction [Line Items] | ||||
Number of common shares issued (shares) | 527 | 139,473 | 20,305 |
Related Party Arrangements - AH
Related Party Arrangements - AHI Venture (Narrative) (Details) - AHI Venture - USD ($) shares in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Related Party Transaction [Line Items] | |||||
Value of assets | $ 7,500,000,000 | $ 7,500,000,000 | |||
Base management fee | 400,000 | 900,000 | |||
Property management fees | |||||
Related Party Transaction [Line Items] | |||||
Related party expense | 400,000 | $ 400,000 | 900,000 | $ 900,000 | |
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 (shares) | 0.2 |
Related Party Arrangements - Is
Related Party Arrangements - Island Venture (Narrative) (Details) - Island Venture $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016USD ($)hotel | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)hotel | Jun. 30, 2015USD ($) | |
Related Party Transaction [Line Items] | ||||
Number of hotel properties | hotel | 162 | 162 | ||
Carrying value of hotel properties | $ 3,900 | $ 3,900 | ||
NorthStar Realty | ||||
Related Party Transaction [Line Items] | ||||
Number of hotel properties | hotel | 110 | 110 | ||
Carrying value of hotel properties | $ 2,100 | $ 2,100 | ||
Base management fee | $ 4.7 | $ 3 | $ 8.8 | $ 6.4 |
NorthStar Realty | Minimum | ||||
Related Party Transaction [Line Items] | ||||
Base management fee (percent of monthly revenue) | 2.50% | |||
NorthStar Realty | Maximum | ||||
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) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | ||
Additional annual base management fee | $ 10,000,000 | |
RXR Realty | NorthStar Realty | ||
Related Party Transaction [Line Items] | ||
Ownership interest | 27.00% | |
Additional annual base management fee | $ 10,000,000 |
Fair Value (Details)
Fair Value (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of securities | $ 33,297,000 | $ 46,215,000 |
Fair value of fund | 21,500,000 | 0 |
Available-for-sale debt securities, at fair value | 781,000 | 0 |
Townsend | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of fund | 21,500,000 | |
Reported Value Measurement | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Term Loan, at fair value | 468,900,000 | |
Estimate of Fair Value Measurement | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities, at fair value | 800,000 | |
Recurring Basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of securities | $ 33,300,000 | $ 46,200,000 |
Commitments and Contingencies C
Commitments and Contingencies Commitments and Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Business Acquisition [Line Items] | |||||
Transaction costs | $ 17,753 | $ 73 | $ 25,072 | $ 375 | |
The Mergers | |||||
Business Acquisition [Line Items] | |||||
Transaction costs | $ 17,800 | ||||
The Mergers | Forecast | |||||
Business Acquisition [Line Items] | |||||
Expected additional costs | $ 30,000 |
Compensation Expense - Summary
Compensation Expense - Summary of Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||
Salaries and related expenses | $ 20,323 | $ 17,705 | $ 40,361 | $ 29,850 | |
Equity-based compensation expense | 13,637 | 15,002 | 30,770 | 28,620 | |
Total | [1] | $ 33,960 | $ 32,707 | $ 71,131 | $ 58,470 |
[1] | The three months ended June 30, 2016 and 2015 include $13.6 million and $15.0 million, respectively, of equity-based compensation expense. The six months ended June 30, 2016 and 2015 include $30.8 million and $28.6 million, respectively, of equity-based compensation expense. Refer to Note 9 for further disclosure. |
Compensation Expense - NorthSta
Compensation Expense - NorthStar Asset Management Plans (Narrative) (Details) | Jan. 04, 2016shares | Dec. 31, 2015shares | Jan. 01, 2015shares | Dec. 31, 2014shares | Apr. 03, 2014$ / sharesshares | Feb. 29, 2016$ / sharesshares | Feb. 28, 2015$ / sharesshares | May 31, 2014$ / sharesshares | Jun. 30, 2015 | Jun. 30, 2016bonus_pool$ / sharesshares | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares granted in period (shares) | 2,577,000 | ||||||||||
Grant date fair value (in dollars per share) | $ / shares | $ 10.85 | ||||||||||
Common Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of common shares issued (shares) | 362,006 | ||||||||||
Restricted Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares granted in period (shares) | 2,577,000 | ||||||||||
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 (shares) | 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 (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 (shares) | 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 (in dollars per share) | $ / 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 (in dollars per share) | $ / 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 (in dollars per share) | $ / 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 (shares) | 1,289,602 | ||||||||||
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 (shares) | 49,149 | 249 | |||||||||
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 | 18.35% | 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 | NorthStar Realty and NorthStar Europe | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Maximum long-term bonus and other compensation covered by NorthStar | 50.00% | ||||||||||
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% | 31.65% | |||||||||
Grant date fair value (in dollars per share) | $ / shares | $ 21.16 | ||||||||||
Risk free rate | 1.00% | ||||||||||
Number of retired shares (shares) | 100,455 | 108,198 | 226,745 | ||||||||
Number of common shares issued (shares) | 795,107 | 606,486 | |||||||||
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% | 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 | 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 (shares) | 996,957 | 474,842 | |||||||||
Incentive Compensation Plan | Restricted Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares granted in period (shares) | 828,722 | ||||||||||
Incentive Compensation Plan | Restricted Stock | Executive Officer | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of common shares issued (shares) | 1,719,545 | ||||||||||
Incentive Compensation Plan | Performance-Based Awards | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Employment period | 4 years | ||||||||||
Grant date fair value (in dollars per share) | $ / shares | $ 3.43 | ||||||||||
Risk free rate | 0.88% | ||||||||||
Number of common shares issued (shares) | 996,957 |
Compensation Expense - NorthS64
Compensation Expense - NorthStar Realty Equity Plans (Narrative) (Details) - shares | Jan. 04, 2016 | Dec. 31, 2015 | Jan. 01, 2015 | Dec. 31, 2014 | Apr. 03, 2014 | Feb. 29, 2016 | Feb. 28, 2015 | Jun. 30, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares granted in period (shares) | 2,577,000 | |||||||
Incremental shares vested upon performance hurdle being met (shares) | 771,000 | |||||||
Restricted Common Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares granted in period (shares) | 2,577,000 | |||||||
Incremental shares vested upon performance hurdle being met (shares) | 771,000 | |||||||
Restricted Stock Units (RSUs) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Incremental shares vested upon performance hurdle being met (shares) | 704,839 | |||||||
Common Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of common shares issued (shares) | 362,006 | |||||||
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 (shares) | 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 (shares) | 49,149 | 249 | ||||||
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 (shares) | 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 (shares) | 762,898 | 500,371 | ||||||
Incentive Compensation Plan | Restricted Common Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares granted in period (shares) | 828,722 | |||||||
Incentive Compensation Plan | Restricted Common Stock | Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of common shares issued (shares) | 1,719,545 | |||||||
Incentive Compensation Plan | Common Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of common shares issued (shares) | 795,107 | 606,486 | ||||||
Incentive Compensation Plan | NorthStar Realty | LTIP | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
LTIP units issued (shares) | 1,124,984 | |||||||
Number of units subject to vesting (shares) | 280,567 |
Compensation Expense - Other Is
Compensation Expense - Other Issuances (Narrative) (Details) $ in Millions | Jan. 29, 2016USD ($) | Feb. 02, 2015shares | Dec. 08, 2014USD ($)principalshares | Jan. 22, 2014shares | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($)shares | Feb. 29, 2016shares | Jan. 31, 2016shares | Jun. 30, 2016shares | Jun. 30, 2016shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares granted in period (shares) | 2,577,000 | |||||||||
AHI Interest | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares granted in period (shares) | 94,000 | |||||||||
Cash paid to acquire business | $ | $ 37.5 | |||||||||
Cash and stock consideration | $ | $ 20 | |||||||||
Number of shares acquired (shares) | 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 | $ | $ 1 | |||||||||
AHI Interest | Common Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares granted in period (shares) | 0 | 0 | ||||||||
Cash and stock consideration | $ | $ 10 | |||||||||
Number of shares acquired (shares) | 478,231 | |||||||||
Townsend | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares granted in period (shares) | 658,000 | |||||||||
Cash paid to acquire business | $ | $ 383 | |||||||||
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 (shares) | 20,305 | 500,000 | 140,000 | |||||||
Restricted Stock Units (RSUs) | Healthcare Strategic Joint Venture | Incentive Compensation Plan | Tranche one | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares granted in period (shares) | 139,473 | |||||||||
Restricted Stock Units (RSUs) | Healthcare Strategic Joint Venture | Incentive Compensation Plan | Period two | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares granted in period (shares) | 527 | |||||||||
Common Stock | Townsend | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares granted in period (shares) | 658,330 | |||||||||
Forecast | AHI Interest | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Contribution of equity incentives | $ | $ 1 |
Compensation Expense - Summar66
Compensation Expense - Summary (Narrative) (Details) - USD ($) $ in Millions | Jan. 01, 2015 | Jun. 30, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation expense to be recognized over the remaining vesting period | $ 96.6 | |
Common Stock | Incentive Compensation Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Aggregate shares reserved for future awards (shares) | 30,072,659 | |
Percent of increase in shares outstanding | 2.00% |
Compensation Expense - Equity-b
Compensation Expense - Equity-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 13,637 | $ 15,002 | $ 30,770 | $ 28,620 |
Dividends to non-employees | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 107 | 100 | 233 | 231 |
Townsend grants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 367 | 0 | 601 | 0 |
NSAM spin grants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 5,653 | 7,604 | 11,389 | 15,092 |
NSAM bonus plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 5,902 | 4,172 | 15,069 | 6,245 |
NorthStar Realty bonus plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 1,608 | 3,126 | 3,478 | 7,052 |
Time-Based Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 8,216 | 9,421 | 20,044 | 18,066 |
Time-Based Awards | Dividends to non-employees | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 107 | 100 | 233 | 231 |
Time-Based Awards | Townsend grants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 367 | 0 | 601 | 0 |
Time-Based Awards | NSAM spin grants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 2,000 | 3,868 | 4,022 | 7,677 |
Time-Based Awards | NSAM bonus plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 4,725 | 3,294 | 12,893 | 5,029 |
Time-Based Awards | NorthStar Realty bonus plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 1,017 | 2,159 | 2,295 | 5,129 |
Performance-Based Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 5,421 | 5,581 | 10,726 | 10,554 |
Performance-Based Awards | Dividends to non-employees | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 0 | 0 | 0 | 0 |
Performance-Based Awards | Townsend grants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 0 | 0 | 0 | 0 |
Performance-Based Awards | NSAM spin grants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 3,653 | 3,736 | 7,367 | 7,415 |
Performance-Based Awards | NSAM bonus plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 1,177 | 878 | 2,176 | 1,216 |
Performance-Based Awards | NorthStar Realty bonus plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 591 | $ 967 | $ 1,183 | $ 1,923 |
Compensation Expense - Summar68
Compensation Expense - Summary of LTIP Units and Restricted Stock (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (shares) | 5,060 |
New grants (shares) | 2,577 |
Vesting of restricted stock (shares) | (771) |
Forfeited or canceled grants (shares) | (37) |
Ending balance (shares) | 7,487 |
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 (in dollars per share) | $ / shares | $ 22.02 |
New grants, Weighted Average Grant Price (in dollars per share) | $ / shares | 10.85 |
Vesting of restricted stock, Weighted Average Grant Price (in dollars per share) | $ / shares | 13.87 |
Forfeited or canceled grants, Weighted Average Grant Price (in dollars per share) | $ / shares | 18.67 |
Ending Balance, Weighted Average Grant Price (in dollars per share) | $ / shares | $ 18.06 |
Townsend grants | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
New grants (shares) | 658 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
New grants, Weighted Average Grant Price (in dollars per share) | $ / shares | $ 11 |
Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (shares) | 3,268 |
New grants (shares) | 2,577 |
Vesting of restricted stock (shares) | (771) |
Forfeited or canceled grants (shares) | (36) |
Ending balance (shares) | 5,696 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Restricted stock vested to common stock (shares) | 500 |
Restricted stock retired to satisfy minimum statutory requirement (shares) | 300 |
Restricted Stock | Townsend grants | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
New grants (shares) | 658 |
LTIP Units | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (shares) | 1,792 |
New grants (shares) | 0 |
Vesting of restricted stock (shares) | 0 |
Forfeited or canceled grants (shares) | (1) |
Ending balance (shares) | 1,791 |
LTIP Units | Townsend grants | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
New grants (shares) | 0 |
Stockholders' Equity (Performan
Stockholders' Equity (Performance Common Stock and Share Repurchase) (Narrative) (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | ||
Feb. 29, 2016 | Feb. 28, 2015 | Jun. 30, 2016 | Dec. 31, 2015 | Apr. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of capital units authorized (shares) | 1,600,000,000 | ||||
Number of performance common shares authorized (shares) | 500,000,000 | 500,000,000 | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||
Authorized repurchase of common stock | $ 400,000,000 | ||||
Common shares repurchased (shares) | 0 | 7,800,000 | |||
Common stock repurchased | $ 105,200,000 | ||||
Performance Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of performance common shares authorized (shares) | 500,000,000 | ||||
Common stock, par value (in dollars per share) | $ 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 (shares) | 996,957 | 474,842 |
Stockholders' Equity (Call Spre
Stockholders' Equity (Call Spread) (Narrative) (Details) - Call Option - USD ($) | 1 Months Ended | |
Oct. 31, 2015 | Sep. 30, 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 | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Numerator: | ||||
Net income (loss) attributable to NorthStar Asset Management Group Inc. common stockholders | $ 10,924 | $ 38,024 | $ 28,497 | $ 59,792 |
Less: Earnings (loss) allocated to unvested participating securities | (805) | (1,315) | (1,868) | (2,226) |
Numerator for basic income (loss) per share | 10,119 | 36,709 | 26,629 | 57,566 |
Add: Undistributed earnings allocated to participating nonvested shares | 0 | 682 | 0 | 822 |
Less: Undistributed earnings reallocated to participating nonvested shares | 0 | (457) | 0 | (705) |
Net income (loss) attributable to LTIP Units non-controlling interests | 111 | 188 | 286 | 390 |
Numerator for diluted income (loss) per share | $ 10,230 | $ 37,122 | $ 26,915 | $ 58,073 |
Denominator: | ||||
Weighted average number of shares of common stock (in shares) | 183,324,975 | 189,599,300 | 183,176,749 | 189,574,426 |
Incremental diluted shares (in shares) | 1,792,000 | 4,210,000 | 1,792,000 | 4,090,000 |
Weighted average number of diluted shares (in shares) | 185,116,917 | 193,809,104 | 184,968,800 | 193,664,493 |
Earnings (loss) per share: | ||||
Basic (in dollars per share) | $ 0.06 | $ 0.19 | $ 0.15 | $ 0.30 |
Diluted (in dollars per share) | $ 0.06 | $ 0.19 | $ 0.15 | $ 0.30 |
Non-controlling Interests - Ope
Non-controlling Interests - Operating Partnership (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Noncontrolling Interest [Line Items] | ||||
Non-controlling interest related to LTIP Units | $ 4,400 | $ 4,400 | ||
Ownership and non-controlling interest | 1.00% | 1.00% | ||
Net income (loss) attributable to LTIP Units non-controlling interests | $ 111 | $ 188 | $ 286 | $ 390 |
Non-controlling Interests | LTIP Units | ||||
Noncontrolling Interest [Line Items] | ||||
LTIP units outstanding (shares) | 1,790,730 | 1,790,730 |
Non-controlling Interests - Red
Non-controlling Interests - Redeemable Non-Controlling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Beginning balance | $ 0 | ||||
Net income (loss) | $ 1,104 | $ 0 | 2,136 | $ 0 | |
Ending balance | 75,181 | $ 75,181 | 75,181 | ||
Townsend | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Beginning balance | 0 | ||||
Contributions | 75,703 | ||||
Distributions | (2,482) | ||||
Net income (loss) | 2,136 | ||||
Currency translation adjustment and other | (176) | ||||
Ending balance | $ 75,181 | $ 75,181 | $ 75,181 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | |||||
Income tax expense | $ 1,154,000 | $ 12,055,000 | $ 3,623,000 | $ 19,992,000 | $ 0 |
Effective tax rate | 11.30% | 25.00% |
Segment Reporting (Details)
Segment Reporting (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Aug. 08, 2016USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)segment | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Dec. 31, 2015USD ($) | ||
Segment Reporting Information [Line Items] | ||||||||
Number of segments | segment | 5 | |||||||
Asset management and other fees | $ 90,081,000 | $ 90,358,000 | $ 186,361,000 | $ 151,737,000 | ||||
Selling commission and dealer manager fees, related parties | 4,888,000 | 28,337,000 | 11,259,000 | 58,260,000 | ||||
Commission expense | 4,471,000 | 26,338,000 | 10,417,000 | 54,034,000 | ||||
Interest expense | 6,922,000 | 0 | 12,086,000 | 0 | ||||
Compensation expense | [1] | 33,960,000 | 32,707,000 | 71,131,000 | 58,470,000 | |||
Other general and administrative expenses | 10,599,000 | 9,255,000 | 20,922,000 | 15,360,000 | ||||
Equity in earnings (losses) of unconsolidated ventures | (852,000) | 90,000 | (5,282,000) | (781,000) | ||||
Income tax benefit (expense) | (1,154,000) | (12,055,000) | (3,623,000) | (19,992,000) | $ 0 | |||
Net income (loss) | 12,139,000 | 38,212,000 | 30,919,000 | 60,182,000 | ||||
Operating income | 2,400,000 | 3,700,000 | 5,300,000 | |||||
Impairment loss | 500,000 | 2,400,000 | ||||||
Equity-based compensation expense and depreciation and amortization | 2,900,000 | 6,700,000 | 6,100,000 | |||||
Equity-based compensation expense | 13,637,000 | 15,002,000 | 30,770,000 | 28,620,000 | ||||
Unrealized loss | 4,638,000 | (63,000) | 15,302,000 | 285,000 | ||||
Balance Sheet: | ||||||||
Total Assets | 815,513,000 | 815,513,000 | $ 374,821,000 | |||||
Subsequent Event | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Reimbursement revenue | $ 55,800,000 | |||||||
Townsend | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Equity in earnings (losses) of unconsolidated ventures | 200,000 | 200,000 | ||||||
Equity-based compensation expense | 367,000 | 0 | 601,000 | 0 | ||||
Direct Investments | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Operating income | 2,900,000 | |||||||
Equity-based compensation expense and depreciation and amortization | 2,800,000 | |||||||
Corporate/Other | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Equity-based compensation expense | 13,000,000 | 29,500,000 | ||||||
Transaction costs | 17,800,000 | 25,100,000 | ||||||
Unrealized loss | 4,600,000 | 15,300,000 | ||||||
Operating Segments | NorthStar Listed Companies | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Asset management and other fees | 50,157,000 | 51,744,000 | 100,184,000 | 99,995,000 | ||||
Selling commission and dealer manager fees, related parties | 0 | 0 | 0 | 0 | ||||
Commission expense | 0 | 0 | 0 | 0 | ||||
Interest expense | 0 | 0 | ||||||
Compensation expense | 0 | 0 | 0 | 0 | ||||
Other general and administrative expenses | 0 | 0 | 0 | 0 | ||||
Equity in earnings (losses) of unconsolidated ventures | 0 | 0 | 0 | 0 | ||||
Income tax benefit (expense) | 0 | 0 | 0 | 0 | ||||
Net income (loss) | 50,157,000 | 51,744,000 | 100,184,000 | 99,995,000 | ||||
Balance Sheet: | ||||||||
Total Assets | 53,334,000 | 53,334,000 | 50,924,000 | |||||
Operating Segments | Retail Companies | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Asset management and other fees | 22,115,000 | 38,614,000 | 56,263,000 | 51,742,000 | ||||
Selling commission and dealer manager fees, related parties | 0 | 0 | 0 | 0 | ||||
Commission expense | 0 | 0 | 0 | 0 | ||||
Interest expense | 0 | 0 | ||||||
Compensation expense | 0 | 0 | 0 | 0 | ||||
Other general and administrative expenses | 0 | 0 | 0 | 0 | ||||
Equity in earnings (losses) of unconsolidated ventures | 0 | 0 | 0 | 0 | ||||
Income tax benefit (expense) | 0 | 0 | 0 | 0 | ||||
Net income (loss) | 22,115,000 | 38,614,000 | 56,263,000 | 51,742,000 | ||||
Balance Sheet: | ||||||||
Total Assets | 58,759,000 | 58,759,000 | 66,246,000 | |||||
Operating Segments | Broker Dealer | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Asset management and other fees | 0 | 0 | 0 | 0 | ||||
Selling commission and dealer manager fees, related parties | 4,888,000 | 28,337,000 | 11,259,000 | 58,260,000 | ||||
Commission expense | 4,471,000 | 26,338,000 | 10,417,000 | 54,034,000 | ||||
Interest expense | 0 | 0 | ||||||
Compensation expense | 2,317,000 | 1,705,000 | 4,895,000 | 3,940,000 | ||||
Other general and administrative expenses | 2,074,000 | 2,848,000 | 4,192,000 | 4,765,000 | ||||
Equity in earnings (losses) of unconsolidated ventures | 0 | 0 | 0 | 0 | ||||
Income tax benefit (expense) | 0 | 0 | 0 | 0 | ||||
Net income (loss) | (4,001,000) | (2,583,000) | (8,295,000) | (4,549,000) | ||||
Balance Sheet: | ||||||||
Total Assets | 6,543,000 | 6,543,000 | 16,470,000 | |||||
Operating Segments | Direct Investments | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Asset management and other fees | 17,809,000 | 0 | 29,914,000 | 0 | ||||
Selling commission and dealer manager fees, related parties | 0 | 0 | 0 | 0 | ||||
Commission expense | 0 | 0 | 0 | 0 | ||||
Interest expense | 0 | 0 | ||||||
Compensation expense | 7,328,000 | 0 | 12,418,000 | 0 | ||||
Other general and administrative expenses | 1,502,000 | 0 | 2,397,000 | 0 | ||||
Equity in earnings (losses) of unconsolidated ventures | (852,000) | 90,000 | (5,282,000) | (781,000) | ||||
Income tax benefit (expense) | 0 | 0 | ||||||
Net income (loss) | 5,896,000 | 90,000 | 7,837,000 | (781,000) | ||||
Balance Sheet: | ||||||||
Total Assets | 578,400,000 | 578,400,000 | 88,069,000 | |||||
Operating Segments | Corporate/Other | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Asset management and other fees | 0 | 0 | 0 | 0 | ||||
Selling commission and dealer manager fees, related parties | 0 | 0 | 0 | 0 | ||||
Commission expense | 0 | 0 | 0 | 0 | ||||
Interest expense | 6,922,000 | 12,086,000 | ||||||
Compensation expense | 24,315,000 | 31,002,000 | 53,818,000 | 54,530,000 | ||||
Other general and administrative expenses | 7,023,000 | 6,407,000 | 14,333,000 | 10,595,000 | ||||
Equity in earnings (losses) of unconsolidated ventures | 0 | 0 | 0 | 0 | ||||
Income tax benefit (expense) | (1,154,000) | (12,055,000) | (3,623,000) | (19,992,000) | ||||
Net income (loss) | (62,028,000) | $ (49,653,000) | (125,070,000) | $ (86,225,000) | ||||
Balance Sheet: | ||||||||
Total Assets | $ 118,477,000 | $ 118,477,000 | $ 153,112,000 | |||||
[1] | The three months ended June 30, 2016 and 2015 include $13.6 million and $15.0 million, respectively, of equity-based compensation expense. The six months ended June 30, 2016 and 2015 include $30.8 million and $28.6 million, respectively, of equity-based compensation expense. Refer to Note 9 for further disclosure. |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | Aug. 04, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Subsequent Event [Line Items] | |||||
Dividends declared per share of common stock (in dollars per share) | $ 0.10 | $ 0.10 | $ 0.20 | $ 0.20 | |
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Dividends declared per share of common stock (in dollars per share) | $ 0.10 |