Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 24, 2016 | Jun. 30, 2015 | |
Document and Entity Information | |||
Entity Registrant Name | NorthStar Realty Europe Corp. | ||
Entity Central Index Key | 1,646,587 | ||
Entity Current Reporting Status | Yes | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 61,013,300 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 0 |
COMBINED CONSOLIDATED BALANCE S
COMBINED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Assets | ||
Cash and cash equivalents | $ 283,844 | $ 2,100 |
Restricted cash | 20,871 | 5,277 |
Operating real estate, net | 2,085,157 | 54,896 |
Receivables, net of allowance of $115 and $0 as of December 31, 2015 and 2014, respectively | 9,663 | 740 |
Unbilled rent receivable | 5,869 | 264 |
Derivative assets, at fair value | 23,792 | 1,080 |
Intangible assets, net | 241,519 | 34,256 |
Assets of properties held for sale | 6,094 | 0 |
Other assets, net | 6,241 | 61,658 |
Total assets | 2,683,050 | 160,271 |
Liabilities | ||
Mortgage and other notes payable, net | 1,424,610 | 75,910 |
Senior notes, net | 333,798 | 0 |
Accounts payable and accrued expenses | 39,964 | 1,698 |
Due to related party | 3,995 | 0 |
Intangible liabilities, net | 40,718 | 133 |
Other liabilities | 42,654 | 2,456 |
Total liabilities | $ 1,885,739 | $ 80,197 |
Commitments and contingencies | ||
Redeemable non-controlling interest | $ 1,569 | $ 0 |
Equity | ||
Preferred stock, $0.01 par value, 200,000,000 shares authorized, no shares issued and outstanding as of December 31, 2015 and 2014 | 0 | 0 |
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 59,325,730 shares issued and outstanding as of December 31, 2015 | 593 | 0 |
Additional paid-in capital | 968,662 | 116,982 |
Retained earnings (accumulated deficit) | (186,246) | (33,630) |
Accumulated other comprehensive income (loss) | 2,560 | (4,336) |
Total NorthStar Realty Europe Corp. stockholders’ equity | 785,569 | 79,016 |
Non-controlling interests | 10,173 | 1,058 |
Total equity | 795,742 | 80,074 |
Total liabilities and equity | $ 2,683,050 | $ 160,271 |
COMBINED CONSOLIDATED BALANCE 3
COMBINED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Receivables, allowance | $ 115 | $ 0 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (shares) | 200,000,000 | 200,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | |
Common stock, shares authorized (shares) | 1,000,000,000 | |
Common stock, shares issued (shares) | 59,325,730 | |
Common stock, shares outstanding (shares) | 59,325,730 |
COMBINED CONSOLIDATED STATEMENT
COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 4 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2014 | Sep. 15, 2014 | Dec. 31, 2015 | Dec. 31, 2013 | |||
Revenues | ||||||
Rental and escalation income | [1] | $ 2,722 | $ 119,845 | |||
Other revenue | [1] | 39 | 694 | |||
Total revenues | [1] | 2,761 | 120,539 | |||
Expenses | ||||||
Real estate properties—operating expenses | [1] | 1,181 | 26,559 | |||
Interest expense | [1] | 165 | 36,129 | |||
Transaction costs | [1] | 31,691 | 120,101 | |||
Management fee, related party | [1],[2] | 0 | 2,333 | |||
Impairment of goodwill | [1] | 0 | 1,710 | |||
Other expenses | [1] | 0 | 10,535 | |||
General and administrative expenses | [1],[3] | 1,207 | 4,352 | |||
Depreciation and amortization | [1] | 1,088 | 56,283 | |||
Total expenses | [1] | 35,332 | 258,002 | |||
Other income (loss) | ||||||
Unrealized gain (loss) on investments and other | [1] | (1,335) | (8,731) | |||
Realized gain (loss) on investments and other | [1] | 0 | 1,376 | |||
Income (loss) before income tax benefit (expense) | [1] | (33,906) | (144,818) | |||
Income tax benefit (expense) | [1] | 0 | 675 | |||
Net income (loss) | [1] | (33,906) | (144,143) | |||
Net (income) loss attributable to non-controlling interests | [1] | 276 | 1,007 | |||
Net income (loss) attributable to NorthStar Realty Europe Corp. | [1] | $ (33,630) | $ (143,136) | |||
Earnings (loss) per share: | ||||||
Basic (in dollars per share) | [1] | $ (0.53) | [4] | $ (2.30) | ||
Diluted (in dollars per share) | [1] | $ (0.53) | [4] | $ (2.30) | ||
Weighted average number of shares: | ||||||
Basic (shares) | [1] | 62,987,863 | [4] | 62,183,638 | ||
Diluted (shares) | [1] | 62,987,863 | [4] | 62,865,124 | ||
Amortization of equity-based compensation | $ 800 | |||||
Prior Owner | ||||||
Revenues | ||||||
Rental and escalation income | [1] | $ 7,162 | $ 9,869 | |||
Other revenue | [1] | 1,290 | 1,129 | |||
Total revenues | [1] | 8,452 | 10,998 | |||
Expenses | ||||||
Real estate properties—operating expenses | [1] | 3,113 | 4,002 | |||
Interest expense | [1] | 3,486 | 4,666 | |||
Transaction costs | [1] | 0 | 0 | |||
Management fee, related party | [1],[2] | 0 | 0 | |||
Impairment of goodwill | [1] | 0 | 0 | |||
Other expenses | [1] | 0 | 0 | |||
General and administrative expenses | [1],[3] | 4,676 | 340 | |||
Depreciation and amortization | [1] | 2,294 | 3,155 | |||
Total expenses | [1] | 13,569 | 12,163 | |||
Other income (loss) | ||||||
Unrealized gain (loss) on investments and other | [1] | 2,110 | 2,798 | |||
Realized gain (loss) on investments and other | [1] | 0 | 0 | |||
Income (loss) before income tax benefit (expense) | [1] | (3,007) | 1,633 | |||
Income tax benefit (expense) | [1] | 0 | 0 | |||
Net income (loss) | [1] | (3,007) | 1,633 | |||
Net (income) loss attributable to non-controlling interests | [1] | 0 | 0 | |||
Net income (loss) attributable to NorthStar Realty Europe Corp. | [1] | $ (3,007) | $ 1,633 | |||
Earnings (loss) per share: | ||||||
Basic (in dollars per share) | [1],[4] | $ (0.05) | $ 0.03 | |||
Diluted (in dollars per share) | [1],[4] | $ (0.05) | $ 0.03 | |||
Weighted average number of shares: | ||||||
Basic (shares) | [1],[4] | 62,987,863 | 62,987,863 | |||
Diluted (shares) | [1],[4] | 62,987,863 | 62,987,863 | |||
[1] | The combined consolidated financial statements for the year ended December 31, 2015 and the period from September 16, 2014 to December 31, 2014 represent: (i) the Company’s results of operations of the European Real Estate Business as if the transferred business was the business for the periods in which common control was present (refer to Notes 1 and 2); and (ii) an allocation of costs related to the Company for the period September 16, 2014 to October 31, 2015. The period from January 1, 2014 to September 15, 2014 and for the year ended December 31, 2013 includes: (i) the Prior Owner Period results of operations, which represents the ownership period of a third party; and (ii) an allocation of costs related to the launch of the European real estate business. As a result, results of operations for the year ended December 31, 2015 may not be comparable to the Company’s results of operations reported for the prior periods presented. | |||||
[2] | The Company began paying fees on November 1, 2015, in connection with the management agreement with NSAM (refer to Note 5). | |||||
[3] | Includes $0.8 million of amortization of equity-based compensation (refer to Note 6). | |||||
[4] | Basic and diluted earnings per common share for the years ended December 31, 2014 and 2013 were calculated using the common stock distributed on November 1, 2015 in connection with the Spin-off (refer to Note 7). |
COMBINED CONSOLIDATED STATEMEN5
COMBINED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 4 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Sep. 15, 2014 | Dec. 31, 2015 | Dec. 31, 2013 | ||
Net income (loss) | [1] | $ (33,906) | $ (144,143) | ||
Other comprehensive income (loss): | |||||
Foreign currency translation adjustment, net | (4,648) | 6,971 | |||
Total other comprehensive income (loss) | (4,648) | 6,971 | |||
Comprehensive income (loss) | (38,554) | (137,172) | |||
Comprehensive (income) loss attributable to non-controlling interests | 588 | 1,082 | |||
Comprehensive income (loss) attributable to NorthStar Realty Europe Corp. | $ (37,966) | $ (136,090) | |||
Prior Owner | |||||
Net income (loss) | [1] | $ (3,007) | $ 1,633 | ||
Other comprehensive income (loss): | |||||
Foreign currency translation adjustment, net | (57) | (981) | |||
Total other comprehensive income (loss) | (57) | (981) | |||
Comprehensive income (loss) | (3,064) | 652 | |||
Comprehensive (income) loss attributable to non-controlling interests | 0 | 0 | |||
Comprehensive income (loss) attributable to NorthStar Realty Europe Corp. | $ (3,064) | $ 652 | |||
[1] | The combined consolidated financial statements for the year ended December 31, 2015 and the period from September 16, 2014 to December 31, 2014 represent: (i) the Company’s results of operations of the European Real Estate Business as if the transferred business was the business for the periods in which common control was present (refer to Notes 1 and 2); and (ii) an allocation of costs related to the Company for the period September 16, 2014 to October 31, 2015. The period from January 1, 2014 to September 15, 2014 and for the year ended December 31, 2013 includes: (i) the Prior Owner Period results of operations, which represents the ownership period of a third party; and (ii) an allocation of costs related to the launch of the European real estate business. As a result, results of operations for the year ended December 31, 2015 may not be comparable to the Company’s results of operations reported for the prior periods presented. |
COMBINED CONSOLIDATED STATEMEN6
COMBINED CONSOLIDATED STATEMENTS OF EQUITY Statement - USD ($) $ in Thousands | Total | Total NorthStar Stockholders’ Equity | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Non-controlling Interests | ||
Beginning Balance (shares) (Prior Owner) at Dec. 31, 2012 | 0 | ||||||||
Beginning Balance (Prior Owner) at Dec. 31, 2012 | $ 22,932 | $ 22,932 | $ 0 | $ 0 | $ 22,932 | $ 0 | $ 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Other comprehensive income (loss) | Prior Owner | (981) | (981) | (981) | ||||||
Net income (loss) | Prior Owner | 1,633 | [1] | 1,633 | 1,633 | |||||
Ending Balance (shares) (Prior Owner) at Dec. 31, 2013 | 0 | ||||||||
Ending Balance (Prior Owner) at Dec. 31, 2013 | 23,584 | 23,584 | $ 0 | 0 | 24,565 | (981) | 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Other comprehensive income (loss) | Prior Owner | (57) | (57) | (57) | ||||||
Net income (loss) | Prior Owner | (3,007) | [1] | (3,007) | (3,007) | |||||
Ending Balance (shares) (Prior Owner) at Sep. 15, 2014 | 0 | ||||||||
Ending Balance (Prior Owner) at Sep. 15, 2014 | 20,520 | 20,520 | $ 0 | 0 | 21,558 | (1,038) | 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Other comprehensive income (loss) | (4,648) | ||||||||
Net income (loss) | [1] | (33,906) | |||||||
Ending Balance (shares) at Dec. 31, 2014 | 0 | ||||||||
Ending Balance at Dec. 31, 2014 | 80,074 | 79,016 | $ 0 | 116,982 | (33,630) | (4,336) | 1,058 | ||
Beginning Balance (shares) at Sep. 16, 2014 | 0 | ||||||||
Beginning Balance at Sep. 16, 2014 | 0 | 0 | $ 0 | 0 | 0 | 0 | 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net transactions with NorthStar Realty | 116,982 | 116,982 | 116,982 | ||||||
Non-controlling interest - contributions | 1,646 | 1,646 | |||||||
Other comprehensive income (loss) | (4,648) | (4,336) | (4,336) | (312) | |||||
Net income (loss) | (33,906) | (33,630) | (33,630) | (276) | |||||
Ending Balance (shares) at Dec. 31, 2014 | 0 | ||||||||
Ending Balance at Dec. 31, 2014 | 80,074 | 79,016 | $ 0 | 116,982 | (33,630) | (4,336) | 1,058 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Other comprehensive income (loss) | 6,971 | ||||||||
Net transactions with NorthStar Realty | 653,534 | 653,534 | 653,534 | ||||||
Capital contribution or NorthStar Realty (shares) | 62,988,000 | ||||||||
Capital contribution of NorthStar Realty | 250,000 | 250,000 | $ 630 | 249,370 | |||||
Non-controlling interest - contributions | 192 | 192 | |||||||
Formation of Operating Partnership | 0 | (8,749) | (8,749) | 8,749 | |||||
Reallocation of interest in Operating Partnership | 0 | (852) | (852) | 852 | |||||
Amortization of equity-based compensation | 837 | 311 | 311 | 526 | |||||
Issuance of common stock to directors (shares) | 18,000 | ||||||||
Issuance of common stock to directors | 0 | ||||||||
Tax withholding related to vesting of equity-based compensation | (547) | (547) | (547) | ||||||
Retirement of shares of common stock (shares) | (3,680,000) | ||||||||
Retirement of shares of common stock | (41,424) | (41,424) | $ (37) | (41,387) | |||||
Other comprehensive income (loss) | 6,971 | 6,896 | 6,896 | 75 | |||||
Dividends on common stock and equity-based compensation | (9,584) | (9,480) | (9,480) | (104) | |||||
Net income (loss) | [1] | (144,143) | |||||||
Net income (loss) | [2] | (144,311) | (143,136) | (143,136) | (1,175) | ||||
Ending Balance (shares) at Dec. 31, 2015 | 59,326,000 | ||||||||
Ending Balance at Dec. 31, 2015 | 795,742 | $ 785,569 | $ 593 | $ 968,662 | $ (186,246) | $ 2,560 | $ 10,173 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income allocated to redeemable non-controlling interest | $ 100 | ||||||||
[1] | The combined consolidated financial statements for the year ended December 31, 2015 and the period from September 16, 2014 to December 31, 2014 represent: (i) the Company’s results of operations of the European Real Estate Business as if the transferred business was the business for the periods in which common control was present (refer to Notes 1 and 2); and (ii) an allocation of costs related to the Company for the period September 16, 2014 to October 31, 2015. The period from January 1, 2014 to September 15, 2014 and for the year ended December 31, 2013 includes: (i) the Prior Owner Period results of operations, which represents the ownership period of a third party; and (ii) an allocation of costs related to the launch of the European real estate business. As a result, results of operations for the year ended December 31, 2015 may not be comparable to the Company’s results of operations reported for the prior periods presented. | ||||||||
[2] | Excludes $0.1 million net income allocated to redeemable non-controlling interest. |
COMBINED CONSOLIDATED STATEMEN7
COMBINED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 4 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Sep. 15, 2014 | Dec. 31, 2015 | Dec. 31, 2013 | ||
Cash flows from operating activities: | |||||
Net income (loss) | [1] | $ (33,906) | $ (144,143) | ||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||
Depreciation and amortization | [1] | 1,088 | 56,283 | ||
Amortization of deferred financing costs | 18 | 5,936 | |||
Amortization of equity-based compensation | 0 | 837 | |||
Amortization of discount on borrowing | 0 | 0 | |||
Allowance for uncollectible accounts | 0 | 115 | |||
Unrealized (gain) loss on investments and other | 1,335 | 8,669 | |||
Realized (gain) loss on investments and other | 0 | (1,376) | |||
Impairment of goodwill | [1] | 0 | 1,710 | ||
Foreign currency loss on deposits included in transaction costs | 0 | 6,402 | |||
Amortization of capitalized above/below market leases | 37 | 1,191 | |||
Straight line rental income | (270) | (5,695) | |||
Deferred income taxes, net | 0 | (2,992) | |||
Changes in assets and liabilities: | |||||
Restricted cash | (2,839) | (16,483) | |||
Receivables | (57) | (7,844) | |||
Other assets | (1,726) | (1,023) | |||
Accounts payable and accrued expenses | 549 | 28,551 | |||
Due to related party | 0 | 3,447 | |||
Other liabilities | 1,549 | 16,235 | |||
Net cash provided by (used in) operating activities | (34,222) | (50,180) | |||
Cash flows from investing activities: | |||||
Acquisition of operating real estate | (89,484) | (1,921,511) | |||
Improvements of operating real estate | (161) | (3,003) | |||
Proceeds from sale of operating real estate | 0 | 22,623 | |||
Changes in restricted cash | 0 | $ 0 | 1,359 | $ 0 | |
Investment deposits | (59,758) | 0 | |||
Net cash provided by (used in) investing activities | (149,403) | (1,900,532) | |||
Cash flows from financing activities: | |||||
Borrowings from mortgage and other notes payable | 77,660 | 1,224,327 | |||
Repayment of mortgage and other notes payable | 0 | (127,280) | |||
Proceeds from issuance of Senior Notes | 0 | 340,000 | |||
Payment of deferred financing costs | (643) | (33,470) | |||
Purchase of derivative instruments | (1,249) | (31,069) | |||
Changes in restricted cash | (2,562) | 0 | |||
Contribution from NorthStar Realty | 0 | 250,000 | |||
Net transactions with NorthStar Realty | 115,200 | 653,534 | |||
Repurchase of common stock | 0 | (38,082) | |||
Dividends | 0 | (9,584) | |||
Contributions from non-controlling interests | 2 | 3,190 | |||
Net cash provided by (used in) financing activities | 188,408 | 2,231,566 | |||
Effect of foreign currency translation on cash and cash equivalents | (2,683) | 890 | |||
Net increase (decrease) in cash and cash equivalents | 2,100 | 281,744 | |||
Cash and cash equivalents—beginning of period | 2,100 | ||||
Cash and cash equivalents—end of period | 2,100 | 283,844 | |||
Supplemental disclosure of non-cash investing and financing activities: | |||||
Assumption of mortgage note payable upon acquisition | 0 | 273,021 | |||
Reclassification of operating real estate to intangible assets/liabilities | 0 | 170,694 | |||
Reclassification of other assets to operating real estate | 0 | 52,245 | |||
Assumption of deferred tax liabilities and corresponding goodwill | 0 | 24,491 | |||
Reclassification of operating real estate to assets of properties held for sale | 0 | 5,318 | |||
Formation of Operating Partnership | 0 | 8,749 | |||
Reclassification related to measurement period adjustments | 0 | 5,291 | |||
Retirement of shares of common stock | 0 | 3,342 | |||
Assumption of working capital items upon acquisition | 0 | 2,569 | |||
Amounts payable relating to financing costs | 0 | 1,808 | |||
Reclassification of intangible assets of operating real estate to assets of properties held for sale | 0 | 776 | |||
Reallocation of interest in Operating Partnership | 0 | 852 | |||
Amounts payable relating to improvements of operating real estate | 0 | 692 | |||
Tax withholding related to vesting of equity-based compensation | 0 | 548 | |||
Supplemental disclosure of cash flow information: | |||||
Cash paid during the period for interest | 2,355 | 24,273 | |||
Cash paid during the year for income taxes | 0 | $ 1,298 | |||
Prior Owner | |||||
Cash flows from operating activities: | |||||
Net income (loss) | [1] | (3,007) | 1,633 | ||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||
Depreciation and amortization | [1] | 2,294 | 3,155 | ||
Amortization of deferred financing costs | 0 | 0 | |||
Amortization of equity-based compensation | 0 | 0 | |||
Amortization of discount on borrowing | 846 | 1,120 | |||
Allowance for uncollectible accounts | 0 | 0 | |||
Unrealized (gain) loss on investments and other | (2,110) | (2,798) | |||
Realized (gain) loss on investments and other | 0 | 0 | |||
Impairment of goodwill | [1] | 0 | 0 | ||
Foreign currency loss on deposits included in transaction costs | 0 | 0 | |||
Amortization of capitalized above/below market leases | 37 | 68 | |||
Straight line rental income | (352) | (958) | |||
Deferred income taxes, net | 0 | 0 | |||
Changes in assets and liabilities: | |||||
Restricted cash | 1,170 | (116) | |||
Receivables | 189 | 42 | |||
Other assets | 0 | 0 | |||
Accounts payable and accrued expenses | (1,979) | 4,879 | |||
Due to related party | 0 | 0 | |||
Other liabilities | 231 | 220 | |||
Net cash provided by (used in) operating activities | (2,681) | 7,245 | |||
Cash flows from investing activities: | |||||
Acquisition of operating real estate | 0 | 0 | |||
Improvements of operating real estate | (2,307) | (7,263) | |||
Proceeds from sale of operating real estate | 0 | 0 | |||
Investment deposits | 0 | 0 | |||
Net cash provided by (used in) investing activities | (2,307) | (7,263) | |||
Cash flows from financing activities: | |||||
Borrowings from mortgage and other notes payable | 481 | 0 | |||
Repayment of mortgage and other notes payable | (527) | (656) | |||
Proceeds from issuance of Senior Notes | 0 | 0 | |||
Payment of deferred financing costs | 0 | 0 | |||
Purchase of derivative instruments | 0 | 0 | |||
Changes in restricted cash | 0 | 0 | |||
Contribution from NorthStar Realty | 0 | 0 | |||
Net transactions with NorthStar Realty | 0 | 0 | |||
Repurchase of common stock | 0 | 0 | |||
Dividends | 0 | 0 | |||
Contributions from non-controlling interests | 0 | 0 | |||
Net cash provided by (used in) financing activities | (46) | (656) | |||
Effect of foreign currency translation on cash and cash equivalents | 3,722 | 545 | |||
Net increase (decrease) in cash and cash equivalents | (1,312) | (129) | |||
Cash and cash equivalents—beginning of period | $ 38 | 1,350 | 1,479 | ||
Cash and cash equivalents—end of period | 38 | 1,350 | |||
Supplemental disclosure of non-cash investing and financing activities: | |||||
Assumption of mortgage note payable upon acquisition | 0 | 0 | |||
Reclassification of operating real estate to intangible assets/liabilities | 0 | 0 | |||
Reclassification of other assets to operating real estate | 0 | 0 | |||
Assumption of deferred tax liabilities and corresponding goodwill | 0 | 0 | |||
Reclassification of operating real estate to assets of properties held for sale | 0 | 0 | |||
Formation of Operating Partnership | 0 | 0 | |||
Reclassification related to measurement period adjustments | 0 | 0 | |||
Retirement of shares of common stock | 0 | 0 | |||
Assumption of working capital items upon acquisition | 0 | 0 | |||
Amounts payable relating to financing costs | 0 | 0 | |||
Reclassification of intangible assets of operating real estate to assets of properties held for sale | 0 | 0 | |||
Reallocation of interest in Operating Partnership | 0 | 0 | |||
Amounts payable relating to improvements of operating real estate | 0 | 0 | |||
Tax withholding related to vesting of equity-based compensation | 0 | 0 | |||
Supplemental disclosure of cash flow information: | |||||
Cash paid during the period for interest | 2,286 | 3,516 | |||
Cash paid during the year for income taxes | $ 0 | $ 0 | |||
[1] | The combined consolidated financial statements for the year ended December 31, 2015 and the period from September 16, 2014 to December 31, 2014 represent: (i) the Company’s results of operations of the European Real Estate Business as if the transferred business was the business for the periods in which common control was present (refer to Notes 1 and 2); and (ii) an allocation of costs related to the Company for the period September 16, 2014 to October 31, 2015. The period from January 1, 2014 to September 15, 2014 and for the year ended December 31, 2013 includes: (i) the Prior Owner Period results of operations, which represents the ownership period of a third party; and (ii) an allocation of costs related to the launch of the European real estate business. As a result, results of operations for the year ended December 31, 2015 may not be comparable to the Company’s results of operations reported for the prior periods presented. |
Formation and Organization
Formation and Organization | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Formation and Organization | Formation and Organization On October 31, 2015, NorthStar Realty Finance Corp. (“NorthStar Realty”) completed the spin-off of its European real estate business (excluding its European healthcare properties) (“Spin-off”) into a newly-formed publicly-traded real estate investment trust (“REIT”), NorthStar Realty Europe Corp. (“NorthStar Europe” or the “Company”), a Maryland corporation. The Company is a European focused commercial real estate company with predominantly prime office properties in key cities within Germany, the United Kingdom and France. The Company objective is to provide its stockholders with stable and recurring cash flow supplemented by capital growth over time. The European real estate business contributed by NorthStar Realty upon completion of the Spin-off is comprised of: (i) business activities related to the launch of the European real estate business and the acquisition of a multi-tenant office complex located in the United Kingdom (the “U.K. Complex”) on September 16, 2014 (“Acquisition Date”), referred to as the NorthStar Europe Predecessor; (ii) other European real estate acquisitions in 2015 primarily comprised of multi-tenant office properties (the “New European Investments”); and (iii) certain other assets and liabilities related to NorthStar Realty’s European real estate business, herein collectively referred to as the European Real Estate Business. All references herein to NorthStar Europe or the Company refer to the European Real Estate Business, unless the context otherwise requires. On November 2, 2015, the Company’s common stock began trading on the New York Stock Exchange (“NYSE”). The Company is externally managed and advised by an affiliate of NorthStar Asset Management Group Inc. (NYSE: NSAM), which together with its affiliates is referred to as NSAM. Substantially all of the Company’s assets, directly or indirectly, are held by, and the Company conducts its operations, directly or indirectly, through NorthStar Realty Europe Limited Partnership, a Delaware limited partnership and the operating partnership of the Company (the “Operating Partnership”). The Company intends to conduct its operations so as to qualify as a REIT for U.S. federal income tax purposes. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Accounting Prior to the Spin-off, the accompanying combined consolidated financial statements and related notes of the Company are presented on a carve-out basis and have been prepared from the historical consolidated balance sheets, statements of operations, comprehensive income (loss) and cash flows of NorthStar Realty in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The contribution of the European Real Estate Business to the Company has been determined to be a combination of entities under common control that results in a change in the reporting entity which requires retrospective application to the Company’s financial statements under U.S. GAAP. Accordingly, the operations of the European Real Estate Business of NorthStar Realty transferred to the Company upon the Spin-off are presented as if the transferred business was the business of the Company for periods in which common control was present and at the carrying value of such assets and liabilities recorded in NorthStar Realty’s historical books and records. As a result, the combined consolidated balance sheet as of December 31, 2014 was updated to include items related to the New European Investments, such as cash of $0.5 million , certain deposits of $58.6 million , related foreign exchange loss of $1.1 million and transaction costs incurred of $27.5 million . The cash, deposits paid and transaction costs incurred are recorded as net transactions with NorthStar Realty through equity. Historically, financial statements of the Company have not been prepared as it has not operated separately from NorthStar Realty. These combined consolidated financial statements reflect the revenues and direct expenses of the Company and include material assets and liabilities of NorthStar Realty that are specifically identifiable to the European Real Estate Business and contributed to the Company upon completion of the Spin-off. The combined consolidated financial statements as of December 31, 2014 , the period ended January 1, 2015 to October 31, 2015 and the years ended December 31, 2014 and 2013 represent the Company prior to the Spin-off and include certain consolidated subsidiaries. Subsequent to the Spin-off, the financial statements are presented on a consolidated basis. In addition, the combined consolidated financial statements include activity related to the ownership period prior to the Acquisition Date of the U.K. Complex, herein referred to as the Prior Owner Period. The years ended December 31, 2014 and 2013 include activities of the U.K. Complex from January 1, 2013 to the Acquisition Date. Because the U.K. Complex was acquired from an unrelated third party on the Acquisition Date, a “blackline” presentation for the change in basis giving effect to purchase accounting pursuant to U.S. GAAP is presented. The combined consolidated financial statements for the period from the Acquisition Date (“NorthStar Europe Period”) and Prior Owner Period include an allocation of costs and expenses by NorthStar Realty related to the Company (primarily compensation and other general and administrative expense of $1.4 million ) based on an estimate of expenses as if the Company was managed as an independent entity. This allocation method is principally based on relative headcount and management’s knowledge of the operations of the Company. The amounts allocated in the accompanying combined consolidated financial statements are not necessarily indicative of the actual amount of such indirect expenses that would have been recorded had the Company been a separate independent entity. The Company believes the assumptions underlying its allocation of indirect expenses are reasonable. In addition, an estimate of management fees to NSAM of $0.1 million for the period from Acquisition Date through December 31, 2014 and $0.3 million for the period from January 1, 2015 through the Spin-off are recorded for the NorthStar Europe Period as if the Company was managed as an independent entity and is included in general and administrative expense in the combined consolidated statements of operations. The Company began paying management fees to NSAM on November 1, 2015 pursuant to the terms of the Company’s management agreement with NSAM (refer to Note 5). Principles of Consolidation The combined consolidated financial statements include the combined 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 its investments in unconsolidated ventures to determine whether they are a VIE. The Company analyzes new investments and financings, as well as reconsideration events for existing investments and financings, which vary depending on type of investment or financing. Voting Interest Entities A voting interest entity is an entity in which the total equity investment at risk is sufficient to enable it to finance its activities independently and the equity holders have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the losses of the entity and the right to receive the residual returns of the entity. The usual condition for a controlling financial interest in a voting interest entity is ownership of a majority voting interest. If the Company has a majority voting interest in a voting interest entity, the entity will generally be consolidated. The Company does not consolidate a voting interest entity if there are substantive participating rights by other parties and/or kick-out rights by a single party or through a simple majority vote. The Company performs on-going reassessments of whether entities previously evaluated under the voting interest framework have become VIEs, based on certain events, and therefore subject to the VIE consolidation framework. Investments in Unconsolidated Ventures A non-controlling, unconsolidated ownership interest in an entity may be accounted for using the equity method, at fair value or the cost method. Under the equity method, the investment is adjusted each period for capital contributions and distributions and its share of the entity’s net income (loss). Capital contributions, distributions and net income (loss) of such entities are recorded in accordance with the terms of the governing documents. An allocation of net income (loss) may differ from the stated ownership percentage interest in such entity as a result of a preferred return and allocation formula, if any, as described in such governing documents. The Company may account for an investment in an unconsolidated entity at fair value by electing the fair value option. The Company records the change in fair value for its share of the projected future cash flow of any such investment from one period to another in equity in earnings (losses) from unconsolidated ventures in the combined consolidated statements of operations. Any change in fair value attributed to market related assumptions is considered unrealized gain (loss). The Company may account for an investment that does not qualify for equity method accounting or for which the fair value option was not elected using the cost method if the Company determines the investment in the unconsolidated entity is insignificant. Under the cost method, equity in earnings is recorded as dividends are received to the extent they are not considered a return of capital, which is recorded as a reduction of cost of the investment. Non-controlling Interests A non-controlling interest in a consolidated subsidiary is defined as the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company. A non-controlling interest is required to be presented as a separate component of equity on the combined consolidated balance sheets and presented separately as net income (loss) and other comprehensive income (loss) (“OCI”) attributable to controlling and non-controlling interests. An allocation to a non-controlling interest may differ from the stated ownership percentage interest in such entity as a result of a preferred return and allocation formula, if any, as described in such governing documents. Estimates The preparation of combined consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that could affect the amounts reported in the combined consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates and assumptions. Reclassifications Certain prior period amounts have been reclassified in the combined consolidated financial statements to conform to current period presentation. Comprehensive Income (Loss) The Company reports combined consolidated comprehensive income (loss) in separate statements following the combined consolidated statements of operations. Comprehensive income (loss) is defined as the change in equity resulting from net income (loss) and OCI. The components of OCI principally include the foreign currency translation adjustment. Cash and Cash Equivalents 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, may at times exceed insurable amounts. The Company mitigates credit risk by placing cash and cash equivalents with major financial institutions. To date, the Company has not experienced any losses on cash and cash equivalents. Restricted Cash Restricted cash primarily consists of amounts related to operating real estate such as escrows for taxes, insurance, capital expenditures, tenant security deposits and payments required under certain lease agreements. Operating Real Estate Operating real estate is carried at historical cost less accumulated depreciation. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements which improve or extend the life of the asset are capitalized and depreciated over their useful life. Operating real estate is depreciated using the straight-line method over the estimated useful lives of the assets, summarized as follows: Category: Term: Building 40 years Building improvements Lesser of the useful life or remaining life of the building Building leasehold interests Lesser of 40 years or remaining term of the lease Tenant improvements Lesser of the useful life or remaining term of the lease The Company follows the purchase method for an acquisition of operating real estate, where the purchase price is allocated to tangible assets such as land, building, tenant and land improvements and other identified intangibles, such as goodwill. Costs directly related to an acquisition deemed to be a business combination are expensed and included in transaction costs in the combined consolidated statements of operations. Operating real estate which has met the criteria to be classified as held for sale is separately presented on the combined consolidated balance sheets. Such operating real estate is recorded at the lower of its carrying value or its estimated fair value less the cost to sell. Once a property is determined to be held for sale, depreciation is no longer recorded. The Company records a gain or loss on sale of real estate when title is conveyed to the buyer and the Company has no substantial economic involvement with the property. If the sales criteria for the full accrual method are not met, the Company defers some or all of the gain or loss recognition by applying the finance, leasing, profit sharing, deposit, installment or cost recovery methods, as appropriate, until the sales criteria are met. Minimum rental amounts due under leases are generally subject to scheduled adjustments. The following table presents approximate future minimum rental income under noncancelable operating leases to be received over the next five years and thereafter as of December 31, 2015 (dollars in thousands): Years Ending December 31: (1) 2016 $ 115,652 2017 117,349 2018 117,678 2019 112,401 2020 83,455 Thereafter 321,021 Total $ 867,556 _________________________ (1) Translated to the U.S. dollar using the currency exchange rate as of December 31, 2015. Deferred Costs Deferred costs primarily include deferred financing costs and deferred lease costs. Deferred financing costs represent commitment fees, legal and other third-party costs associated with obtaining financing. These costs are amortized to interest expense over the term of the financing using either the effective interest method or straight-line method depending on the type of financing. Unamortized deferred financing costs are expensed when the associated borrowing is repaid before maturity. Costs incurred in seeking financing transactions, which do not close, are expensed in the period such financing transaction was terminated. Deferred lease costs consist of fees incurred to initiate and renew operating leases, which are amortized on a straight-line basis over the remaining lease term and is recorded to depreciation and amortization in the combined consolidated statements of operations. Intangible Assets and Intangible Liabilities The Company records acquired identified intangibles, which includes intangible assets (such as value of the above-market leases, in-place leases, below-market ground leases, goodwill and other intangibles) and intangible liabilities (such as the value of below-market leases), based on estimated fair value. The value allocated to the above or below-market leases is amortized over the remaining lease term as a net adjustment to rental income. Above/below-market leases are amortized into rental income, below-market ground leases are amortized into real estate properties - operating expense and in-place leases are amortized into depreciation and amortization expense in the combined consolidated statements of operations on a straight-line basis over the remaining lease term. 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 analyzes goodwill for impairment on an annual basis and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be fully recoverable. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit, related to such goodwill, is less than its carrying amount as a basis to determine whether the two-step impairment test is necessary. The first step in the impairment test compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds fair value, the second step is required to determine the amount of the impairment loss, if any, by comparing the implied fair value of the reporting unit goodwill with the carrying amount of such goodwill. The implied fair value of goodwill is derived by performing a hypothetical purchase price allocation for the reporting unit as of the measurement date, allocating the reporting unit’s estimated fair value to its net assets and identifiable intangible assets. The residual amount represents the implied fair value of goodwill. To the extent this amount is below the carrying value of goodwill, an impairment loss is recorded in the combined consolidated statements of operations. Events or circumstances which could indicate a potential impairment include (but are not limited to) issues with laws and regulations; on-going or projected negative operating income or cash flow; and/or a significant change in the occupancy rate and/or rising interest rates. A market approach is performed based on income approach whereby the Company looks at comparable properties, current market conditions, forecasts and representative transactions to validate management’s expectations, where possible. The main assumptions used in measuring goodwill impairment, include the selection of guideline transactions, the derivation and selection of multiples and the financial metrics of the properties. The starting point for each of the reporting unit’s multiples is the detailed annual plan and rent roll. The detailed planning process takes into consideration many factors including revenue growth rate and capital spending requirements, among other items which impact the individual reporting unit projections. Fair value of the reporting unit is using significant unobservable inputs or Level 3 in the fair value hierarchy. These inputs are based on internal management estimates, forecasts and judgments. The annual impairment test for the Company’s seven reporting units was conducted as of December 31, 2015. Management generally used the optional qualitative screen to assess impairment of goodwill for 2015 given that the New European Investments were acquired during the year. In addition, the Company looked at other factors to assess whether it was more likely than not that the fair value of the reporting unit was higher than the carrying amount. In this assessment, the Company deemed it necessary to go to the next step of the assessment, Step 1, for purposes of one reporting unit. The result of the assessment performed resulted in a $1.7 million impairment loss of the goodwill associated with this reporting unit. The following tables presents identified intangibles as of December 31, 2015 and 2014 (dollars in thousands): December 31, 2015 (1) December 31, 2014 Gross Amount Accumulated Amortization Net Gross Amount Accumulated Amortization Net Intangible assets: In-place lease value, net $ 121,004 $ (20,120 ) $ 100,884 $ — $ — $ — Above-market lease value, net 53,236 (5,806 ) 47,430 1,657 (54 ) 1,603 Below-market ground lease value, net 70,971 (618 ) 70,353 33,231 (578 ) 32,653 Goodwill (2) 22,852 NA 22,852 — NA — Total $ 268,063 $ (26,544 ) $ 241,519 $ 34,888 $ (632 ) $ 34,256 Intangible liabilities: Below-market lease value, net $ 40,213 $ (4,490 ) $ 35,723 $ 151 $ (18 ) $ 133 Above-market ground lease value, net 5,026 (31 ) 4,995 — NA — Total $ 45,239 $ (4,521 ) $ 40,718 $ 151 $ (18 ) $ 133 _______________________ (1) As of December 31, 2015, the weighted average amortization period for above-market leases, below-market leases and in-place leases is 6.8 years , 7.5 years and 5.3 years , respectively. (2) Represents goodwill associated with the certain share-deal acquisitions of the New European Investments. The goodwill and a corresponding deferred tax liability is recorded at acquisition based on tax basis differences. The following table presents a rollforward of goodwill for the years ended December 31, 2015 and 2014 (dollars in thousands): Balance as of December 31, 2014 $ — Goodwill from acquisitions 24,491 Disposal of goodwill — Impairment losses (1,710 ) Adjustments from foreign currency translation 71 Balance as of December 31, 2015 $ 22,852 The following table presents amortization of acquired above-market leases, net of acquired below-market leases and amortization of other intangible assets for the years ended December 31, 2015 , 2014 and 2013 (dollars in thousands): NorthStar Europe Period Prior Owner Period Year Ended December 31, September 16 to December 31, January 1 to September 15, Year Ended December 31, 2015 2014 2014 2013 Amortization of above-market leases, net of acquired below-market leases $ 1,763 $ 37 $ 61 $ 107 Amortization of other intangible assets 20,468 558 742 1,200 The following table presents annual amortization of intangible assets and liabilities (dollars in thousands): Intangible Assets Intangible Liabilities Years Ending December 31: In-place Leases, Net Above-market Leases, Net Below-market Ground Lease Value, Net Below-market Leases, Net Above-market Ground Lease Value, Net 2016 $ 21,939 $ 8,236 $ 744 $ 4,765 $ 68 2017 17,741 7,773 744 4,639 68 2018 16,769 7,394 744 4,633 68 2019 14,674 6,594 744 4,412 68 2020 8,143 4,137 744 3,848 68 Thereafter 21,618 13,296 66,633 13,426 4,655 Total $ 100,884 $ 47,430 $ 70,353 $ 35,723 $ 4,995 Other Assets and Other Liabilities The following table presents a summary of other assets and other liabilities as of December 31, 2015 and 2014 (dollars in thousands): December 31, 2015 2014 Other assets: Investment deposits and pending deal costs $ — $ 58,647 Deferred tax assets, net 220 — Prepaid expenses 3,041 2,269 Deferred lease costs 2,007 — Other 973 742 Total $ 6,241 $ 61,658 December 31, 2015 2014 Other liabilities: Deferred tax liabilities $ 22,026 $ — Prepaid rent and unearned revenue 10,450 2,206 Tenant security deposits 4,953 250 Other 5,225 — Total $ 42,654 $ 2,456 Revenue Recognition Operating Real Estate Rental and escalation income from operating real estate is derived from leasing of space to various types of tenants. Rental revenue recognition commences when the tenant takes possession of the leased space and the leased space is substantially ready for its intended use. The leases are for fixed terms of varying length and generally provide for annual rentals and expense reimbursements to be paid in quarterly or monthly installments. Rental income from leases is recognized on a straight-line basis over the term of the respective leases. The excess of rents recognized over amounts contractually due pursuant to the underlying leases are included in unbilled rent receivable on the combined consolidated balance sheets. The Company amortizes any tenant inducements as a reduction of revenue utilizing the straight-line method over the term of the lease. Escalation income represents revenue from tenant leases which provide for the recovery of all or a portion of the operating expenses and real estate taxes paid by the Company on behalf of the respective property. This revenue is accrued in the same period as the expenses are incurred. In situations in which a lease or leases associated with a significant tenant have been, or are expected to be, terminated early, the Company evaluates the remaining useful lives of depreciable or amortizable assets in the asset group related to the lease that will be terminated (i.e., tenant improvements, above and below market lease intangibles, in-place lease value and leasing commissions). Based upon consideration of the facts and circumstances surrounding the termination, the Company may write-off or accelerate the depreciation and amortization associated with the asset group. Such write-offs are included within depreciation and amortization in the combined consolidated statements of operations Impairment on Investments Operating Real Estate The Company’s real estate portfolio is reviewed on a quarterly basis, or more frequently as necessary, to assess whether there are any indicators that the value of its operating real estate may be impaired or that its carrying value may not be recoverable. A property’s value is considered impaired if management’s estimate of the aggregate expected future undiscounted cash flow to be generated by the property is less than the carrying value of the property. In conducting this review, management considers global macroeconomic factors, real estate sector conditions together with investment specific and other factors. To the extent an impairment has occurred, the loss is measured as the excess of the carrying value of the property over the estimated fair value of the property and recorded in impairment of goodwill in the combined consolidated statements of operations. An allowance for a doubtful account for a tenant receivable is established based on a periodic review of aged receivables resulting from estimated losses due to the inability of a tenant to make required rent and other payments contractually due. Additionally, the Company establishes, on a current basis, an allowance for future tenant credit losses on unbilled rent receivable based on an evaluation of the collectability of such amounts. 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 recorded at fair value on its combined consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows: Level 1. Quoted prices for identical assets or liabilities in an active market. Level 2. Financial assets and liabilities whose values are based on the following: (a) Quoted prices for similar assets or liabilities in active markets. (b) Quoted prices for identical or similar assets or liabilities in non-active markets. (c) Pricing models whose inputs are observable for substantially the full term of the asset or liability. (d) Pricing models whose inputs are derived principally from or corroborated by observable market data for substantially the full term of the asset or liability. Level 3. Prices or valuation techniques based on inputs that are both unobservable and significant to the overall fair value measurement. As of December 31, 2015 and 2014 , the Company’s recurring financial measurements recorded at fair value were its derivative assets. Such derivative instruments are valued using a third-party pricing service. Derivative instruments are assessed for credit valuation adjustments due to the risk of non-performance by the Company and derivative counterparties. This quotation is not adjusted and is generally based on valuation models with observable inputs such as interest rates and contractual cash flow, and as such, is classified as Level 2 of the fair value hierarchy. Equity-Based Compensation The Company accounts for equity-based compensation awards using the fair value method, which requires an estimate of fair value of the award. Awards may be based on a variety of measures such as time, performance, market or a combination thereof. For time-based awards, fair value is determined based on the stock price on the grant date. The Company recognizes compensation expense over the vesting period on a straight-line basis. For performance-based awards, fair value is determined based on the stock price at the date of grant and an estimate of the probable achievement of such measure. The Company recognizes compensation expense over the requisite service period, net of estimated forfeitures, using the accelerated attribution expense method. For market-based measures, fair value is determined using a Monte Carlo analysis under a risk-neutral premise using a risk-free interest rate. The Company recognizes compensation expense, over the requisite service period, net of estimated forfeitures, on a straight-line basis. For awards with a combination of performance or market measures, the Company estimates the fair value as if it were two separate awards. First, the Company estimates the probability of achieving the performance measure. If it is not probable the performance condition will be met, the Company records the compensation expense based on the fair value of the market measure, as described above. This expense is recorded even if the market-based measure is never met. If the performance-based measure is subsequently estimated to be achieved, the Company records compensation expense based on the performance-based measure. The Company would then record a cumulative catch-up adjustment for any additional compensation expense. Equity-based compensation issued to non-employees is accounted for using the fair value of the award at the earlier of the performance commitment date or performance completion date. The awards are remeasured every quarter based on the stock price as of the end of the reporting period until such awards vest, if any. Derivatives The Company seeks to use derivative instruments to manage exposure to interest rate risk and foreign currency exchange rate risk. For derivatives that qualify as a cash flow hedge, the effective portion of the change in fair value of derivatives designated as a hedge is recorded in accumulated OCI and is subsequently reclassified into income in the period that the hedged item affects income. Amounts reported in OCI that may relate to the hedge of its floating-rate borrowings are reclassified to interest expense as interest payments are made on associated borrowings. The change in fair value for a derivative that does not qualify as a hedge for U.S. GAAP is recorded in earnings. The Company’s derivative instruments are recorded on the combined consolidated balance sheets at fair value and do not qualify as hedges under U.S. GAAP. Therefore, the change in fair value of derivative instruments are recorded in earnings. 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 (“CTA”) is recorded as a component of accumulated OCI in the combined consolidated statements of equity. For the year ended December 31, 2015, the Company reclassified $0.3 million of CTA to realized gains (losses) in the combined consolidated statements of operations due to the sale of certain real estate assets (refer to Note 3). 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 average currency exchange rate in effect during the period. The resulting for |
Operating Real Estate
Operating Real Estate | 12 Months Ended |
Dec. 31, 2015 | |
Real Estate [Abstract] | |
Operating Real Estate | Operating Real Estate The following table presents operating real estate, net as of December 31, 2015 and 2014 (dollars in thousands): December 31, 2015 2014 Land $ 456,703 $ — Buildings and improvements 1,256,002 — Building leasehold interests and improvements 334,970 51,646 Furniture, fixtures and equipment 218 — Tenant improvements 72,567 3,767 Subtotal 2,120,460 55,413 Less: Accumulated depreciation (35,303 ) (517 ) Operating real estate, net $ 2,085,157 $ 54,896 For the year ended December 31, 2015 , the period from September 16 to December 31, 2014, the period from January 1 to September 15, 2014 and the year ended December 31, 2013, depreciation expense was $35.8 million , $0.5 million , $1.6 million and $1.9 million , respectively. Real Estate Acquisitions The following table summarizes the Company’s acquisitions for the year ended December 31, 2015 (dollars in millions): Acquisition Date Name Primary Description Primary Location(s) Purchase Price (1)(2) Properties (6) Financing (1) Equity (1) Ownership Interest (4) Transaction Costs (1) April 2015 SEB Portfolio Multi-tenant office Germany, United Kingdom, France $ 1,188.1 11 $ 805.8 (3) $ 467.9 95% $ 85.6 (5) April 2015 Internos Portfolio Office/Hotel/Industrial/Retail Germany, France, Portugal 200.7 12 99.0 116.4 95% 14.7 (5) April 2015 IVG Portfolio Multi-tenant office Germany, United Kingdom, France 197.7 15 91.3 124.5 95% 18.1 (5) April 2015 Deka Portfolio Multi-tenant office Germany 88.5 10 51.0 43.3 95% 5.8 (5) July 2015 Trianon Tower Multi-tenant office Germany 589.3 3 363.3 228.3 95% 2.3 Total $ 2,264.3 51 $ 1,410.4 $ 980.4 $ 126.5 ______________________________________ (1) Translated using the currency exchange rate on the dates of acquisitions, as applicable. (2) Includes working capital and excludes transaction costs, deferred financing costs and derivatives. (3) Includes $232.5 million of financing entered into subsequent to acquisition date and translated using the currency exchange rates as of such date. (4) The Company has an approximate 95% equity interest in certain subsidiaries related to these acquisitions and is entitled to a 100% allocation of net income (loss) as a result of the allocation formula, as set forth in the governing documents. (5) Includes $27.5 million of transaction costs incurred in the fourth quarter 2014. Transaction costs incurred in 2015 include $6.4 million of foreign currency related losses on deposits paid in 2014 in connection with the acquisitions in April 2015. (6) Includes two assets in the Internos Portfolio and one asset in the Deka Portfolio which were sold in December 2015. The following table presents the allocation of the purchase price of the assets acquired and the liabilities issued or assumed upon the closing of the U.K. Complex and New European Investments translated using the currency exchange rate on the date of each respective acquisition (dollars in thousands): Assets: Land $ 465,756 Buildings, leasehold interests and improvements (1) 1,671,487 Acquired intangibles (2) 273,854 Other assets acquired 31,800 Total assets acquired $ 2,442,897 Liabilities: Mortgage and other notes payable (3) $ 1,491,621 Intangibles and other liabilities assumed (4) 74,110 Total liabilities 1,565,731 Redeemable non-controlling interest 1,461 Total NorthStar Realty Europe Corp. equity 874,086 Non-controlling interests 1,619 Total equity 875,705 Total liabilities and equity $ 2,442,897 ______________________________________ (1) Includes building and tenant improvements. (2) Primarily includes in-place lease, above-market lease and below-market ground lease values and goodwill. (3) Includes $232.5 million of financing entered into subsequent to acquisition date for the SEB Portfolio (refer to Note 4) and translated using the currency exchange rates of such date. (4) Primarily includes below-market lease values and net deferred tax liability. For the year ended December 31, 2015 , the Company recorded aggregate revenue and net loss of $110.9 million and $105.3 million , respectively, related to the acquisition of the New European Investments. Net loss is primarily related to transaction costs, depreciation and amortization. In accordance with the newly adopted guidance, during the measurement-period, based on new information received, the Company determined that certain allocations of operating real estate acquired needed to be reclassified to intangible assets, operating real estate, net and other liabilities, which resulted in $0.2 million increase on the Company’s results of operations for the year ended December 31, 2015 . The following table presents the effect of such purchase price reclassifications on the combined consolidated balance sheet as of December 31, 2015 (dollars in thousands): As Previously Disclosed Measurement-Period Adjustments December 31, 2015 Operating real estate, net $ 562,302 $ (1,422 ) $ 560,880 Intangible assets, net 62,794 (5,801 ) 56,993 Intangible liabilities, net (2,725 ) 79 (2,646 ) Other liabilities (31,485 ) 6,923 (24,562 ) Total $ 590,886 $ (221 ) $ 590,665 The following table presents unaudited combined consolidated pro forma results of operations adjusted for the acquisition of the New European Investments and related borrowings as if they occurred on January 1, 2014. The unaudited pro forma amounts were prepared for comparable purposes only and are not indicative of what actual combined consolidated results of operations of the Company would have been, nor are they indicative of the combined consolidated results of operations in the future (dollars in thousands, except per share data): Years Ended December 31, 2015 2014 Pro forma total revenues $ 173,137 $ 171,091 Pro forma net income (loss) attributable to NorthStar Realty Europe Corp. (14,505 ) (153,509 ) (1) Pro forma EPS - basic $ (0.23 ) $ (2.44 ) Pro forma EPS - diluted $ (0.23 ) $ (2.44 ) ___________________ (1) Includes $158.3 million of transaction costs relating to the acquisition of the European Real Estate Business. Real Estate Held for Sale The following table summarizes the Company’s operating real estate held for sale as of December 31, 2015 (dollars in thousands): Description Properties Operating Real Estate, Net Intangible Assets, Net Total Deka Portfolio (1)(2) 2 $ 5,317 $ 777 $ 6,094 ___________________ (1) In March 2016, the Company sold one of the assets held for sale as of December 31, 2015. (2) The assets classified as held for sale were sold on the open market as asset deals subject to standard industry terms and conditions. The assets contributed $0.4 million of revenue and a pretax loss of $0.4 million for the year ended December 31, 2015. |
Borrowings
Borrowings | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings The following table presents borrowings as of December 31, 2015 and 2014 (dollars in thousands): December 31, 2015 December 31, 2014 Final Contractual Principal Carrying Principal Carrying Mortgage and other notes payable: (1) U.K. Complex Jan-20 (2) $ 74,010 $ 72,579 $ 77,660 $ 75,910 Internos Portfolio (10) Dec-20 (9) (3) 84,497 (7) 82,329 — — IVG Portfolio (10) Dec-20 (9) (3) 78,602 (7) 75,732 — — Deka Portfolio (10) Dec-20 (9) (3) 46,945 (7) 46,212 — — SEB Portfolio (4) Apr-22 (5) 684,540 (7) 674,543 — — SEB Portfolio - Preferred (6) Apr-60 (6) 115,604 (7) 115,219 — — Trianon Tower (4) Jul-23 (8) 359,898 357,996 — — Total mortgage and other notes payable 1,444,096 1,424,610 77,660 75,910 Senior Notes: Senior Notes (11) Dec-16 4.625% 340,000 333,798 — — Grand Total $ 1,784,096 $ 1,758,408 $ 77,660 $ 75,910 ____________________________________________________________ (1) All borrowings are non-recourse to the Company and are interest-only through maturity, subject to compliance with covenants of the respective borrowing and denominated in the same currency as the assets securing the borrowing. (2) Comprised of $60.2 million principal amount of floating rate borrowing at GBP LIBOR plus 2.0% , with a related $60.2 million notional value interest rate cap at 2.0% and $13.8 million of fixed rate borrowing at 8.0% . (3) Represents cross-collateralized borrowings between the IVG Portfolio, Internos Portfolio and Deka Portfolio. Comprised of $14.6 million principal amount of floating rate borrowings at EURIBOR plus 2.7% , with a related $14.6 million notional value interest rate cap at 2.0% , $100.1 million principal amount of floating rate borrowings at EURIBOR plus 1.55% , with a related $100.1 million notional value interest rate cap at 0.5% , $54.5 million principal amount of floating rate borrowings at EURIBOR plus 1.9% , with a related $54.5 million notional value interest rate cap at 2.0% , and $34.0 million of floating rate borrowings at GBP LIBOR plus 2.7% , with a related $34.0 million notional value interest rate cap at 2.0% . (4) In July 2015, the Company borrowed an additional $109.4 million and $88.9 million , related to the SEB Portfolio and Trianon Tower, respectively, which was deemed to be a modification for accounting purposes and as such, the fees paid to the lender of $0.8 million and $2.0 million , respectively, were treated as a discount to such borrowings. The amortization of such fees is included in interest expense in the combined consolidated statements of operations. (5) Comprised of $386.5 million principal amount of floating rate borrowing at EURIBOR plus 1.8% , with a related $368.5 million notional value interest rate cap at 0.5% , $280.9 million of floating rate borrowing at GBP LIBOR plus 1.8% , with a related $280.9 million notional value interest rate cap at 2.0% and $17.1 million of floating rate borrowing at STIBOR plus 1.8% . (6) Represents preferred equity certificates with a contractual interest rate of 3.0% per annum through May 2019, which can be prepaid at that time without penalty in part or in full, which increases to EURIBOR plus 12.0% through May 2022 and then increases to EURIBOR plus 15.0% through final maturity. Any prepayment prior to May 2019 is subject to the payment of the unpaid coupon on outstanding principal amount through May 2019. (7) Prepayment provisions include a fee based on principal amount ranging from .75% to 1.5% through April 2018 for the Internos Portfolio, the IVG Portfolio and the Deka Portfolio borrowing and .5% to 2.0% through April 2019 for the SEB Portfolio borrowing. (8) Comprised of $360.0 million principal amount of floating rate borrowing at EURIBOR plus 1.45% , with a related $360.0 million notional value interest rate cap at 0.5% . (9) On December 17, 2015, the Company completed a refinancing of the Internos Portfolio, the IVG Portfolio and the Deka Portfolio and, as such, certain maturity dates range from April 2020 to December 2020. (10) Includes $0.7 million , $3.0 million and $2.9 million of asset associated preferred equity certificates each with a fixed contractual interest rate of 1.0% per annum plus variable interest based on specified income levels associated to the German property companies of the IVG Portfolio, Deka Portfolio and Internos Portfolio, respectively, which can be prepaid at any time without penalty through final maturity, being thirty years from the issuance date. (11) The Company has the right to redeem the Senior Notes prior to maturity, in whole or in part from time to time, provided that no redemption in part results in the aggregate principal amount of the Senior Notes outstanding being reduced to less than $100 million . The cash redemption price is equal to the greater of: (i) 100% of the principal amount of the Senior Notes; and (ii) the sum of the present values of the remaining scheduled payments of interest and principal of the Senior Notes discounted to such date of redemption on a semiannual basis at a rate of 0.50% per annum. The carrying value of mortgage and other notes payable approximates fair value as of December 31, 2015 and 2014 , as such amounts bear floating rates of interest. The fair value of the Senior Notes (as defined below) as of December 31, 2015 is approximately $327.3 million which reflects the market price of a similar transaction near December 31, 2015 . Such fair value measurements are based on observable inputs or quoted prices for similar liabilities in an active market, and as such, are classified as Level 2 of the fair value hierarchy. The following table presents a reconciliation of principal amount to carrying value of the Company’s mortgage and other notes payable and the Senior Notes as of December 31, 2015 and 2014 (dollars in thousands): December 31, 2015 2014 Principal amount $ 1,784,096 $ 77,660 Premium (discount), net (1,144 ) — Deferred financing costs, net (24,544 ) (1,750 ) Carrying value $ 1,758,408 $ 75,910 The following table presents scheduled principal payments on borrowings, based on final maturity as of December 31, 2015 (dollars in thousands): Total Mortgage Senior Notes Years ending December 31: 2016 $ 340,000 $ — $ 340,000 2017 — — — 2018 — — — 2019 — — — 2020 284,054 284,054 — Thereafter 1,160,042 1,160,042 — Total $ 1,784,096 $ 1,444,096 $ 340,000 As of December 31, 2015, the Company was in compliance with all of its financial covenants. Senior Notes In July 2015, the Company issued $340.0 million principal amount of 4.625% senior stock-settlable notes due December 2016 (the “Senior Notes”) for aggregate net proceeds of $331.0 million , after deducting the underwriters’ discount and other expenses. The Senior Notes are senior unsubordinated and unsecured obligations of the Company and NorthStar Realty and NorthStar Realty’s operating partnership guarantee payments on the Senior Notes. Subject to specified conditions being met, such as public notice at least 60 days prior to maturity, the Company may elect to settle all or part of the principal amount of the Senior Notes in the Company’s common stock in lieu of cash, in which case the number of shares delivered per note will be based on the Company’s common stock prices during a measurement period immediately preceding the maturity date. The proceeds from the issuance of the Senior Notes were distributed to subsidiaries of NorthStar Realty, which used such amounts for general corporate purposes, including, among other things, the funding of acquisitions, including the Trianon Tower and the repayment of NorthStar Realty’s borrowings. Such distribution to NorthStar Realty was recorded in equity in net transactions with NorthStar Realty. In February 2016, the Company repurchased approximately $150 million of the Senior Notes, at a slight discount to par value, through open market purchases. |
Related Party Arrangements
Related Party Arrangements | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Arrangements | Related Party Arrangements NorthStar Asset Management Group Management Agreement Upon completion of the Spin-off, the Company entered into a management agreement with an affiliate of NSAM for an initial term of 20 years, which automatically renews for additional 20 -year terms each anniversary thereafter unless earlier terminated. As asset manager, NSAM is responsible for the Company’s day-to-day operations, subject to the supervision of the Company’s board of directors. Through its global network of subsidiaries and branch offices, NSAM 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 Company and its subsidiaries. The management agreement with NSAM provides for a base management fee and incentive fee. The management contract with NSAM commenced on November 1, 2015, and as such, there were no management fees incurred for the period from January 1, 2015 to October 31, 2015 and the years ended December 31, 2014 and 2013 . Base Management Fee For the period from November 1, 2015 to December 31, 2015 , the Company incurred $2.3 million related to the base management fee. As of December 31, 2015, $2.3 million is recorded in due to related party on the combined consolidated balance sheets. The base management fee will increase subsequent to December 31, 2015 by an amount equal to 1.5% per annum of the sum of: • any equity the Company issues in exchange or conversion of exchangeable or stock-settlable notes; • any other issuances by the Company of common equity, preferred equity or other forms of equity, including but not limited to LTIP Units in the Operating Partnership (excluding units issued to the Company and equity-based compensation, but including issuances related to an acquisition, investment, joint venture or partnership); and • cumulative cash available for distribution (“CAD”), if any, of the Company in excess of cumulative distributions paid on common stock, LTIP Units or other equity awards beginning the first full calendar quarter after the Spin-off. Incentive Fee For the period from November 1, 2015 to December 31, 2015 , the Company did not incur an incentive fee. The incentive fee is calculated and payable quarterly in arrears in cash, equal to: • the product of: (a) 15.0% and (b) the Company’s CAD before such incentive fee, divided by the weighted average shares outstanding for the calendar quarter, of any amount in excess of $0.30 per share and up to $0.36 per share; plus • the product of: (a) 25.0% and (b) the Company’s CAD before such incentive fee, divided by the weighted average shares outstanding for the calendar quarter, of any amount in excess of $0.36 per share; • multiplied by the Company’s weighted average shares outstanding for the calendar quarter. Weighted average shares represents the number of shares of the Company’s common stock, LTIP Units or other equity-based awards (with some exclusions), outstanding on a daily weighted average basis. With respect to the base management fee, all equity issuances are allocated on a daily weighted average basis during the fiscal quarter of issuance. With respect to the incentive fee, such amounts will be appropriately adjusted from time to time to take into account the effect of any stock split, reverse stock split, stock dividend, reclassification, recapitalization or other similar transaction. Additional Management Agreement Terms If the Company were to spin-off any asset or business in the future, such entity would be managed by NSAM on terms substantially similar to those set forth in the management agreement between the Company and NSAM. The management agreement further provides that the aggregate base management fee in place immediately after any future spin-off will not be less than the aggregate base management fee in place at the Company immediately prior to such spin-off. The Company’s management agreement with NSAM provides that in the event of a change of control of NSAM or other event that could be deemed an assignment of the management agreement, the Company will consider such assignment in good faith and not unreasonably withhold, condition or delay the Company’s consent. The management agreement further provides that the Company’s anticipated 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 agreement also provides 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 us or NSAM, directly or indirectly, the surviving entity will succeed to the terms of the management agreement. Payment of Costs and Expenses and Expense Allocation The Company is responsible for all of its direct costs and expenses and will reimburse NSAM for costs and expenses incurred by NSAM on its behalf. In addition, NSAM may allocate indirect costs to the Company 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 Company’s management agreement with NSAM (the “G&A Allocation”). The Company’s management agreement with NSAM provides that the amount of the G&A Allocation will not exceed the following: (i) 20% of the combined total of: (a) the Company’s and NorthStar Realty’s (the “NorthStar Listed Companies”) general and administrative expenses as reported in their combined consolidated financial statements excluding: (1) equity-based compensation expense, (2) non-recurring items, (3) fees payable to NSAM under the terms of the applicable management agreement and (4) any allocation of expenses to the NorthStar Listed Companies (“NorthStar Listed Companies’ G&A”); and (b) NSAM’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 managed company of NSAM; less (ii) the NorthStar Listed Companies’ G&A. The G&A Allocation may include the Company’s allocable share of NSAM’s compensation and benefit costs associated with dedicated or partially dedicated personnel who spend all or a portion of their time managing the Company’s affairs, based upon the percentage of time devoted by such personnel to the 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, the Company will pay directly or reimburse NSAM for an allocable portion of any severance paid pursuant to any employment, consulting or similar service agreements in effect between NSAM and any of its executives, employees or other service providers. In connection with the Spin-off and the related agreements, the NorthStar Listed Companies’ obligation to reimburse NSAM for the G&A Allocation and any severance are shared among the NorthStar Listed Companies, at NSAM’s discretion, and the 20% cap on the G&A Allocation, as described above, applies on an aggregate basis to the NorthStar Listed Companies. NSAM currently determined to allocate these amounts based on assets under management. Subsequent to Spin-off through December 31, 2015, NSAM allocated $0.4 million of expense which is recorded in due to related party on the combined consolidated balance sheets. In addition, the Company, together with NorthStar Realty and any company spun-off from the Company or NorthStar Realty, will pay directly or reimburse NSAM for up to 50% of any long-term bonus or other compensation that NSAM’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 NSAM during any year. Subject to this limitation and limitations contained in any applicable management agreement between NSAM and NorthStar Realty or any company spun-off from the Company or NorthStar Realty, the amount paid by the Company, NorthStar Realty and any company spun-off from the Company or NorthStar Realty will be determined by NSAM in its discretion. At the discretion of NSAM’s compensation committee, this compensation may be granted in shares of the Company’s restricted stock, restricted stock units, long-term incentive plan units or other forms of equity compensation or stock-based awards; provided that if at any time a sufficient number of shares of the Company’s common stock are not available for issuance under the Company’s equity compensation plan, such compensation shall be paid in the form of RSUs, LTIP Units or other securities that may be settled in cash. The Company’s equity compensation for each year may be allocated on an individual-by-individual basis at the discretion of the NSAM compensation committee and, as long as the aggregate amount of the equity compensation for such year does not exceed the limits set forth in the management agreement, the proportion of any particular individual’s equity compensation may be greater or less than 50% . |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation The following summarizes the equity-based compensation plans of the Company and NorthStar Realty, as they relate to equity-based compensation payable by the Company or its Operating Partnership: NorthStar Realty Europe Equity Plan In October 2015, the board of directors of the Company adopted the NorthStar Realty Europe Corp. 2015 Omnibus Stock Incentive Plan (the “2015 Plan”), which was subsequently approved by the Company’s sole stockholder at the time. The 2015 Plan provides for the issuance of stock-based incentive awards, including incentive stock options, non-qualified stock options, stock appreciation rights, shares of common stock of NorthStar Europe, in the form of restricted shares and other equity-based awards such as LTIP Units or any combination of the foregoing. Following the completion of the Spin-off, the 2015 Plan is administered by the compensation committee of the board of directors of the Company. The eligible participants in the 2015 Plan include directors, officers, employees, co-employees, consultants and advisors of the Company, NSAM or of any parent or subsidiary who provides services to the Company. 10 million shares of common stock are reserved and available for issuance under the 2015 Plan, plus on January 1, 2017 and each January 1 thereafter, an additional 2% of the number of shares of common stock issued and outstanding on the immediately preceding December 31. In addition, shares of common stock underlying any awards that are forfeited, canceled, held back upon exercise of a stock option or settlement of an award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of common stock or otherwise terminated (other than by exercise) will be added back to the shares of common stock available for issuance under the 2015 Plan. No equity awards under the 2015 Plan were issued prior to the Spin-off. In March 2016, as contemplated in connection with the Spin-off, the Company granted an aggregate of 995,698 restricted shares of common stock and 1,493,551 restricted stock units (“RSUs”) to executive officers and employees of NSAM or one of its subsidiaries. The restricted shares of common stock vest over the approximately four -year period ending December 31, 2019, subject to continued employment with NSAM or one of its subsidiaries and the RSUs are subject to the achievement of performance-based vesting conditions and continued employment with NSAM or one of its subsidiaries. Approximately one-half 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 with NSAM or one of its subsidiaries over the approximately four -year period from the grant date through December 31, 2019 (“Absolute RSUs”). The other approximately one-half 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 MSCI US REIT Index and continued employment with NSAM or one of its subsidiaries over the approximately four-year period from the grant date through December 31, 2019 (“Relative RSUs”). Award recipients may earn up to 100% of the Absolute RSUs that were granted and up to 125% of the Relative RSUs that were granted. Upon vesting pursuant to the terms of the Absolute RSUs and Relative RSUs, these RSUs that vest will be settled in shares of common stock and the recipients will be entitled to receive the distributions that would have been paid with respect to a share of common stock (for each share that vests) on or after the date the RSUs were initially granted. NSAM Bonus Plan Pursuant to the Company’s management agreement with NSAM, the Company and NorthStar Realty are responsible for paying up to 50% of the long-term bonuses earned under the NorthStar Asset Management Group Inc. Executive Incentive Bonus Plan (“NSAM Bonus Plan”). Long-term bonuses are generally paid to executives in the form of equity-based awards of the Company, NorthStar Realty and NSAM, subject to performance-based and time-based vesting conditions over a four -year performance period. In connection with the NSAM Bonus Plan, for 2015, a portion of the long-term bonus was paid in restricted shares of common stock and a portion of the long-term bonus was paid by the Company by issuing RSUs. In connection with the 2015 long-term bonuses paid by the Company, in February 2016, the Company granted 335,336 restricted shares of common stock to NSAM’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 with NorthStar Realty or NSAM through the applicable vesting dates. In connection with the issuance of these shares, in February 2016, the Company retired 44,214 of the vested shares of common stock to satisfy the minimum statutory withholding requirements. In addition, in February 2016, the Company granted 194,422 RSUs to NSAM’s executive officers, which are subject to vesting based on the total stockholder return of NorthStar Realty for the period prior to the Spin-off and the combined total stockholder return of NorthStar Realty and the Company for the period after the Spin-off, CAD of the Company and continued employment with NorthStar Realty or NSAM over the four-year period ending December 31, 2018. Following the determination of the number of these performance-based RSUs that vest, the Company will settle the vested RSUs by issuing an equal number of shares of common stock and the NSAM executives will be entitled to receive the distributions that would have been paid with respect to a share of common stock (for each RSU that vests) on or after January 1, 2015. In February 2016, the Company also granted 283,305 shares of common stock to certain of NSAM’s non-executive employees, including executive officers of the Company, with substantially similar terms to the executive awards subject to time-based vesting conditions. NorthStar Realty Equity Plans 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 from time to time, 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”). All of the vested and unvested equity-based awards granted by NorthStar Realty prior to the Spin-off remain outstanding following the Spin-off. In connection with the Spin-off, holders of shares of common stock of NorthStar Realty and LTIP units of NorthStar Realty’s operating partnership subject to outstanding equity awards received one share of the Company’s common stock or one Common Unit in the Company’s operating partnership, respectively, for every six shares of common stock of NorthStar Realty or LTIP units of NorthStar Realty’s operating partnership held (prior to NorthStar Realty’s one-for- two reverse stock split effected immediately following the Spin-off), all of which generally remain subject to the same vesting and other terms that applied prior to the Spin-off. Other equity and equity-based awards relating to NorthStar Realty’s common stock, such as RSUs, were adjusted to also relate to one-third of a share of the Company’s common stock (after giving effect to NorthStar Realty’s one-for- two reverse stock split effected immediately following the Spin-off), but otherwise generally remain subject to the same vesting and other terms that applied prior to the Spin-off. Performance-based vesting conditions based on total stockholder return of NorthStar Realty or NorthStar Realty and NSAM were adjusted to refer to combined total stockholder return of NorthStar Realty and the Company or NorthStar Realty, NSAM and the Company, respectively, with respect to periods after the Spin-off and references to a change of control or similar term in outstanding awards, which referred to a change of control of either NorthStar Realty or NSAM, were adjusted, to the extent such awards relate to common stock of the Company or Common Units in the Company’s Operating Partnership, to refer to a change of control of either the Company or NSAM. Following the Spin-off, NorthStar Realty and the compensation committee of its board of directors will continue to administer all awards issued under the NorthStar Realty Equity Plans but the Company will be obligated to issue shares of the Company’s common stock or other equity awards of its subsidiaries or make cash payments in lieu thereof or with respect to dividend or distribution equivalent obligations to the extent required by these awards 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 2015 Plan. In connection with the Spin-off, the Company issued the following related to the NorthStar Realty Equity Plans that remain outstanding as of December 31, 2015: 27,122 of restricted stock, net of forfeitures, which remain subject to vesting; 622,349 Common Units, net of forfeitures and conversions, of which 285,419 remain subject to vesting; 83,333 RSUs, which remain subject to vesting and 180,871 RSUs related to executives of NSAM only, which remain subject to vesting based on performance conditions and continued NSAM employment. On December 31, 2015, the performance hurdle for 117,472 RSUs was met pursuant to NorthStar Realty’s bonus plan for 2012 and the Company settled these RSUs on January 4, 2016. Additionally, in connection with the initial election of the independent members of the Company’s board of directors, the Company issued 17,528 shares of restricted stock and 70,112 LTIP Units to such directors. Subsequent to the Spin-off through December 31, 2015, the Company recorded $0.8 million of equity-based compensation expense which is recorded in general and administrative expenses on the combined consolidated statements of operations. As of December 31, 2015, equity-based compensation expense to be recognized over the remaining vesting period through August 2019 is $7.7 million , provided there are no forfeitures. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Spin-off In connection with the Spin-off, NorthStar Realty distributed to its common stockholders all of the common stock of the Company in a pro rata distribution of one share of the Company common stock for each six shares of NorthStar Realty common stock. Director Shares In November 2015, the Company issued 17,528 shares of restricted common stock with a fair value at the date of grant of $0.2 million to one of its board of directors. The stock will generally vest over three years. Share Repurchase In November 2015, the Company’s board of directors authorized the repurchase of up to $100 million of its outstanding common stock. The authorization expires in November 2016, unless otherwise extended by the Company’s board of directors. As of December 31, 2015, the Company repurchased 3.7 million shares of its common stock for approximately $41.4 million . Dividends The Company declared its first dividend on its common stock on November 23, 2015 of $0.15 per share, which was paid on December 11, 2015 to stockholders of record as of the close of business on December 7, 2015. Earnings Per Share The following table presents EPS for the years ended December 31, 2015 , 2014 and 2013 (dollars and shares in thousands, except per share data): NorthStar Europe Period Prior Owner Period Year Ended December 31, September 16 to December 31, January 1 to September 15, Year Ended December 31, 2015 (1) 2014 (1) 2014 (1) 2013 (1) Numerator: Net income (loss) attributable to NorthStar Realty Europe Corp. $ (143,136 ) $ (33,630 ) $ (3,007 ) $ 1,633 Net income (loss) attributable to Unit Holders non-controlling interest (1,052 ) — — — Net income (loss) attributable to common stockholders and Unit Holders (1) $ (144,188 ) $ (33,630 ) $ (3,007 ) $ 1,633 Denominator: (2) Weighted average shares of common stock 62,184 62,988 (3) 62,988 (3) 62,988 (3) Weighted average Unit Holders (1) 681 — — — Weighted average shares of common stock and Unit Holders (2) 62,865 62,988 (3) 62,988 (3) 62,988 (3) Earnings (loss) per share: Basic $ (2.30 ) $ (0.53 ) (3) $ (0.05 ) (3) $ 0.03 (3) Diluted $ (2.30 ) $ (0.53 ) (3) $ (0.05 ) (3) $ 0.03 (3) ____________________________________________________________ (1) The EPS calculation takes into account Unit Holders, which receive non-forfeitable dividends from the date of grant, share equally in the Company’s net income (loss) and convert on a one -for-one basis into common stock. (2) Excludes the effect of restricted stock and RSUs outstanding that were not dilutive as of December 31, 2015 . These instruments could potentially impact diluted EPS in future periods, depending on changes in the Company’s stock price and other factors. (3) Basic and diluted earnings per common share for the years ended December 31, 2014 and 2013 were calculated using the common stock issued in connection with the Spin-off and exclude the effect of any equity-based awards outstanding at that date that were not dilutive. |
Non-controlling Interests
Non-controlling Interests | 12 Months Ended |
Dec. 31, 2015 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interests | Non-controlling Interests Operating Partnership Non-controlling interests include the aggregate Units Holders interest 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. As the Operating Partnership was formed in conjunction with the Spin-off, non-controlling interest related to Unit Holders was recognized for the year ended December 31, 2015 to retrospectively adjust for common control of the business (refer to Note 2). The issuance of additional common stock, Common Units or LTIP Units changes the percentage ownership of both the Unit Holders and the Company. Since a Common Unit or 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 combined 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 Unit Holders in total in proportion to the number of Units Holders plus the number of shares of common stock outstanding. In connection with the formation of the Operating Partnership in November 2015, the Company recorded a non-controlling interest of $8.7 million related to Unit Holders. As of December 31, 2015 , 692,461 Common Units and LTIP Units were outstanding, representing a 1.2% ownership and non-controlling interest in the Operating Partnership. Net income (loss) attributable to the Operating Partnership non-controlling interest for the period from the Spin-off to December 31, 2015 was a net loss of $1.1 million . Redeemable Non-controlling Interest In connection with the acquisition of the Trianon Tower, the Company sold a 5.5% non-controlling interest in certain subsidiaries that own the Trianon Tower for $1.5 million . In conjunction with the sale, the Company entered into a put option whereby the holder can redeem its interest for cash at the greater of fair market value of such non-controlling interest or €2.1 million beginning in November 2020 through January 2021. The Company recorded the non-controlling interest at its acquisition date fair value as temporary equity, due to the redemption option and for the year ended December 31, 2015 recorded $ 0.1 million in net (income) loss attributable to non-controlling interests to adjust the carrying value to its redemption value as of December 31, 2015. |
Risk Management and Derivative
Risk Management and Derivative Activities | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Risk Management and Derivative Activities | Risk Management and Derivative Activities Derivatives The Company seeks to use derivative instruments primarily to manage interest rate and currency risk and such derivatives are not considered speculative. These derivative instruments are typically in the form of interest and currency rate swap, cap and foreign currency forward agreements and the primary objective is to minimize interest rate risks associated with investment and financing activities. The counterparties of these arrangements are major financial institutions with which the Company may also have other financial relationships. The Company is exposed to credit risk in the event of non-performance by these counterparties and it monitors their financial condition; however, the Company currently does not anticipate that any of the counterparties will fail to meet their obligations. The following table presents derivative instruments that were not designated as hedges under U.S. GAAP as of December 31, 2015 and December 31, 2014 (dollars in thousands): Number Notional Amount Fair Value Net Asset (Liability) Range of Range of Maturity As of December 31, 2015: Interest rate caps 6 $ 1,429,216 $ 23,375 0.50% - 2.00% April 2016 - July 2023 Foreign currency forwards 3 154,353 417 N/A February 2016 - November 2017 Total 9 $ 1,583,569 $ 23,792 As of December 31, 2014: Interest rate cap 1 $ 63,099 $ 1,080 2.00% January 2020 The change in number and notional amount of derivative instruments from December 31, 2014 relates to derivatives entered into in connection with the New European Investments. The following table presents the fair value of derivative instruments, as well as their classification on the combined consolidated balance sheets, as of December 31, 2015 and December 31, 2014 (dollars in thousands): Balance Sheet December 31, December 31, Location Interest rate caps Derivative assets $ 23,375 $ 1,080 Foreign currency forwards Derivative assets $ 417 $ — The following table presents the effect of derivative instruments in the combined consolidated statements of operations for the years ended December 31, 2015 , 2014 and 2013 (dollars in thousands): NorthStar Europe Period Prior Owner Period (1) Year Ended September 16 to December 31, January 1 to September 15, Year Ended 2015 2014 2014 2013 Amount of gain (loss) recognized in earnings: Statements of operations location: Adjustment to fair value of interest rate caps Unrealized gain (loss) on investments and other $ (8,897 ) $ (210 ) $ 2,110 $ 2,798 Adjustment to fair value of foreign currency forwards Unrealized gain (loss) on investments and other 227 — — — Net cash receipt (payment) on derivatives Unrealized gain (loss) on investments and other (61 ) — — — _____________________________ (1) During the Prior Owner Period, there were interest rate swaps associated with financing that were settled in connection with the acquisition of the U.K. Complex by NorthStar Realty. The Company’s counterparties held no cash margin as collateral against the Company’s derivative contracts as of December 31, 2015 and 2014 . The Company had no derivative financial instruments that were designated as hedges in qualifying hedging relationships as of December 31, 2015 and 2014. Risk Management Concentrations of credit risk arise when a number of tenants related to the Company’s investments are engaged in similar business activities or located in the same geographic region to be similarly affected by changes in economic conditions. The Company monitors its portfolios to identify potential concentrations of credit risks. For the year ended December 31, 2015 , one tenant, DekaBank Deutsche Girozentrale, accounted for more than 10% of the Company’s total revenue. This tenant has 8.5 years remaining on its lease. Otherwise, the Company has no other tenant that generates 10% or more of its total revenue. Additionally, for the year ended December 31, 2015 , Germany, France, the United Kingdom and the Netherlands each accounted for more than 10% of the Company’s total revenue. The Company believes the remainder of its portfolio is sufficiently well diversified and does not contain any unusual concentration s of credit risks. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company is 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. The Company engages third-party service providers for its portfolio who are remunerated based on either a fixed fee or a percentage of rental income. The contracts terms vary by party and have break options in place. These costs are recorded in real estate operating and other expenses. Obligations Under Ground Leases The following table presents minimum future rental payments under the Company’s contractual ground lease obligations for certain building leaseholds as of December 31, 2015 (dollars in thousands): Years ending December 31: Total (1) 2016 $ 642 2017 642 2018 642 2019 642 2020 642 Thereafter 43,919 Total minimum lease payments $ 47,129 __________________ (1) Represents three ground leases, none of which are paid directly by the tenants. |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information (Unaudited) | Quarterly Financial Information (Unaudited) The following presents selected quarterly information for the years ended December 31, 2015 and 2014 (dollars in thousands): NorthStar Europe Period Three Months Ended December 31, September 30, June 30, March 31, 2015 2015 2015 2015 Rental and escalation income $ 43,923 $ 42,178 $ 31,558 $ 2,186 Total expenses 67,794 69,350 117,418 3,440 Net income (loss) (34,180 ) (31,932 ) (76,688 ) (1,343 ) Net income (loss) attributable to NorthStar Realty Europe Corp. common stockholders (33,949 ) (31,892 ) (75,983 ) (1,312 ) Earnings (loss) per share: (1) Basic $ (0.55 ) $ (0.51 ) $ (1.21 ) $ (0.02 ) Diluted $ (0.55 ) $ (0.51 ) $ (1.21 ) $ (0.02 ) __________________ (1) The total for the year may differ from the sum of the quarters as a result of weighting. NorthStar Europe Period Prior Owner Period Three Months Ended December 31, September 16 to September 30, July 1 to September 15, Three Months Ended June 30, Three Months Ended March 31, 2014 2014 2014 2014 2014 Rental and escalation income $ 2,523 $ 199 $ 1,981 $ 2,828 $ 2,353 Total expenses 30,549 4,783 3,386 5,439 4,744 Net income (loss) (29,361 ) (4,545 ) (344 ) (1,440 ) (1,223 ) Net income (loss) attributable to NorthStar Realty Europe Corp. common stockholders (29,382 ) (4,248 ) (344 ) (1,440 ) (1,223 ) Earnings (loss) per share: (1)(2) Basic $ (0.47 ) $ (0.07 ) $ (0.01 ) $ (0.02 ) $ (0.02 ) Diluted $ (0.47 ) $ (0.07 ) $ (0.01 ) $ (0.02 ) $ (0.02 ) __________________ (1) Basic and diluted earnings per common share for the periods prior to 2015 were calculated using the common stock issued in connection with the Spin-off and exclude the effect of any equity-based awards outstanding at that date that were not dilutive. (2) The total for the year may differ from the sum of the quarters as a result of weighting. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company currently conducts its business through the following two segments, based on how management reviews and manages its business: • Real Estate - The European commercial real estate business is predominantly focused on office properties. The Company acquired its first real estate investment in September 2014. • Corporate - The corporate segment includes corporate level interest expense, management fee and general and administrative expenses. The following tables present segment reporting for the years ended December 31, 2015 , 2014 and 2013 (dollars in thousands): NorthStar Europe Period Year Ended December 31, 2015 Statement of Operations: Real Estate Corporate Total Rental and escalation income $ 119,845 (1) $ — $ 119,845 Interest expense 25,365 (3) 10,764 (3) 36,129 Income (loss) before income tax benefit (expense) (106,141 ) (38,677 ) (4) (144,818 ) Income tax benefit (expense) 675 — 675 Net income (loss) (105,466 ) (2) (38,677 ) (144,143 ) Balance Sheet: December 31, 2015: Total Assets $ 2,544,992 $ 138,058 $ 2,683,050 ___________________________________ (1) Includes revenues attributable to Germany, the United Kingdom, France and the Netherlands of $34.4 million , $37.1 million , $16.1 million and $15.1 million , respectively. (2) Primarily relates to depreciation and amortization expense of $56.3 million and transaction costs related to the New European Investments of $99.1 million . (3) Includes $2.9 million and $3.0 million of amortization of deferred financing costs in the real estate and corporate segment, respectively. (4) Includes an allocation of general and administrative expenses from NSAM of $0.4 million . NorthStar Europe Period Prior Owner Period September 16, 2014 to December 31, 2014 January 1 to September 15, 2014 Statement of Operations: Real Estate Corporate Total Real Estate Corporate Total Rental and escalation income $ 2,722 (1) $ — $ 2,722 $ 7,162 $ — $ 7,162 Interest expense 165 — 165 3,486 — 3,486 Income (loss) before income tax benefit (expense) (32,699 ) (2) (1,207 ) (3) (33,906 ) 1,434 (4,441 ) (3) (3,007 ) Income tax benefit (expense) — — — — — — Net income (loss) (32,699 ) (1,207 ) (33,906 ) 1,434 (4,441 ) (3,007 ) Balance Sheet: December 31, 2014: Total Assets $ 160,271 $ — $ 160,271 $ — $ — $ — ___________________________________ (1) Represents revenues from the U.K. Complex in the United Kingdom of $ 2.7 million . (2) Primarily relates to transaction costs related to the U.K. Complex of $4.3 million and to the New European Investments of $27.5 million . (3) Includes an allocation of general and administrative expense based on an estimate of expenses had the Company been run as an independent entity (refer to Note 2). Prior Owner Period Year Ended December 31, 2013 Statement of Operations: Real Estate Corporate Total Rental and escalation income $ 9,869 $ — $ 9,869 Interest expense 4,666 — 4,666 Income (loss) before income tax benefit (expense) 1,293 340 (1) 1,633 Income tax benefit (expense) — — — Net income (loss) 1,293 340 1,633 Balance Sheet: December 31, 2013: Total Assets $ 90,951 $ — $ 90,951 ___________________________________ (1) Includes an allocation of general and administrative expense based on an estimate of expenses had the Company been run as an independent entity (refer to Note 2). |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Dividends On March 15, 2016 , the Company declared a dividend of $0.15 per share of common stock. The common stock dividend is expected to be paid on April 1, 2016 to stockholders of record as of the close of business on March 28, 2016 . Senior Note Repurchase In February 2016, the Company repurchased approximately $150 million of the Senior Notes, at a slight discount to par value, through open market purchases. |
Schedule III - Real Estate and
Schedule III - Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2015 | |
SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
Schedule III-Real Estate and Accumulated Depreciation | SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION As of December 31, 2015 (Dollars in Thousands) Column A Column B Column C Initial Cost Column D Capitalized Subsequent to Acquisition Column E Gross Amount Carried at Close of Period Column F Column G Column H Country, City Encumbrances (1) Land Building & Improvements Land, Buildings & Improvements Land Building & Improvements Total Accumulated Depreciation Total (2) Date Acquired Life on Which Depreciation is Computed Germany Frankfurt 1 $ 357,996 $ 81,516 $ 472,667 $ — $ 81,516 $ 472,667 $ 554,183 $ 6,923 $ 547,260 Jul-15 40 years Hamburg 1 31,894 22,405 27,392 414 22,405 27,806 50,211 601 49,610 Apr-15 40 years Berlin 1 27,507 7,671 34,327 — 7,671 34,327 41,998 684 41,314 Apr-15 40 years Hamburg 2 28,695 24,844 9,676 — 24,844 9,676 34,520 301 34,219 Apr-15 40 years Köln 1 17,527 11,321 18,233 11 11,321 18,244 29,565 408 29,157 Apr-15 40 years Berlin 2 10,875 787 20,867 — 787 20,867 21,654 383 21,271 Apr-15 40 years Hamburg 3 13,488 6,415 12,821 — 6,415 12,821 19,236 315 18,921 Apr-15 40 years Frankfurt 2 11,150 4,101 14,491 38 4,101 14,529 18,630 321 18,309 Apr-15 40 years Berlin 3 7,549 822 11,357 — 822 11,357 12,179 208 11,971 Apr-15 40 years Düsseldorf 1 5,488 3,502 4,252 — 3,502 4,252 7,754 123 7,631 Apr-15 40 years Münster 4,689 2,559 5,180 4 2,559 5,184 7,743 116 7,627 Apr-15 40 years Stuttgart 2,021 2,677 2,960 — 2,677 2,960 5,637 78 5,559 Apr-15 40 years Düsseldorf 2 4,440 3,024 2,344 37 3,024 2,381 5,405 65 5,340 Apr-15 40 years Bottrop 3,115 1,275 3,967 2 1,275 3,969 5,244 121 5,123 Apr-15 40 years Köln 2 2,565 1,643 2,951 22 1,643 2,973 4,616 71 4,545 Apr-15 40 years Holzwickede — 743 3,251 — 743 3,251 3,994 121 3,873 Apr-15 40 years Werl 1,624 906 2,502 — 906 2,502 3,408 72 3,336 Apr-15 40 years Bremen — 317 1,269 — 317 1,269 1,586 48 1,538 Apr-15 40 years Subtotal 530,623 176,528 650,507 528 176,528 651,035 827,563 10,959 816,604 United Kingdom London 1 155,212 — 206,693 — — 206,693 206,693 4,203 202,490 Apr-15 40 years London 2 122,560 18,393 138,849 — 18,393 138,849 157,242 3,427 153,815 Apr-15 40 years Woking 72,579 — 52,339 1,998 — 54,337 54,337 2,263 52,074 Sep-14 40 years London 3 9,672 7,577 7,287 — 7,577 7,287 14,864 149 14,715 Apr-15 40 years Glasgow 5,814 2,714 7,727 — 2,714 7,727 10,441 165 10,276 Apr-15 40 years Oxford 7,354 — 9,303 — — 9,303 9,303 243 9,060 Apr-15 40 years Bristol 5,595 516 7,621 — 516 7,621 8,137 199 7,938 Apr-15 40 years St. Albans 4,483 2,285 5,300 — 2,285 5,300 7,585 153 7,432 Apr-15 40 years Subtotal 383,269 31,485 435,119 1,998 31,485 437,117 468,602 10,802 457,800 France Paris 1 48,429 91,225 50,364 — 91,225 50,364 141,589 1,344 140,245 Apr-15 40 years Paris 2 86,612 31,415 40,817 — 31,415 40,817 72,232 1,049 71,183 Apr-15 40 years Paris 3 25,573 32,325 12,370 288 32,325 12,658 44,983 247 44,736 Apr-15 40 years Marly 21,519 4,615 40,085 — 4,615 40,085 44,700 755 43,945 Apr-15 40 years Paris 4 7,646 5,734 13,955 576 5,734 14,531 20,265 256 20,009 Apr-15 40 years Paris 5 6,790 9,600 3,963 — 9,600 3,963 13,563 95 13,468 Apr-15 40 years Subtotal 196,569 174,914 161,554 864 174,914 162,418 337,332 3,746 333,586 Netherlands Rotterdam 78,641 10,416 135,157 — 10,416 135,157 145,573 2,960 142,613 Apr-15 40 years Amsterdam 33,457 — 73,144 — — 73,144 73,144 1,637 71,507 Apr-15 40 years Column A Column B Column C Initial Cost Column D Capitalized Subsequent to Acquisition Column E Gross Amount Carried at Close of Period Column F Column G Column H Country, City Encumbrances (1) Land Building & Improvements Land, Buildings & Improvements Land Building & Improvements Total Accumulated Depreciation Total (2) Date Acquired Life on Which Depreciation is Computed Rijswijk 2,531 765 3,725 40 765 3,765 4,530 109 4,421 Apr-15 40 years De Meern 2,054 1,833 504 — 1,833 504 2,337 66 2,271 Apr-15 40 years Subtotal 116,683 13,014 212,530 40 13,014 212,570 225,584 4,772 220,812 Italy Milan 1 54,883 35,682 87,926 — 35,682 87,926 123,608 2,491 121,117 Apr-15 40 years Milan 2 — 3,254 8,701 — 3,254 8,701 11,955 179 11,776 Apr-15 40 years Subtotal 54,883 38,936 96,627 — 38,936 96,627 135,563 2,670 132,893 Belgium Brussels 1 4,094 7,712 15,241 — 7,712 15,241 22,953 309 22,644 Apr-15 40 years Brussels 2 — 2,639 11,469 2 2,639 11,471 14,110 256 13,854 Apr-15 40 years Brussels 3 — 1,210 10,518 — 1,210 10,518 11,728 253 11,475 Apr-15 40 years Brussels 4 — 1,994 4,551 4 1,994 4,555 6,549 101 6,448 Apr-15 40 years Subtotal 4,094 13,555 41,779 6 13,555 41,785 55,340 919 54,421 Sweden Gothenburg 16,504 1,528 37,575 193 1,528 37,768 39,296 895 38,401 Apr-15 40 years Portugal Albufeira — 4,552 8,745 — 4,552 8,745 13,297 210 13,087 Apr-15 40 years Lisboa — 610 10,924 — 610 10,924 11,534 225 11,309 Apr-15 40 years Subtotal — 5,162 19,669 — 5,162 19,669 24,831 435 24,396 Spain Madrid — 1,581 4,743 25 1,581 4,768 6,349 105 6,244 Apr-15 40 years Grand Total $ 1,302,625 $ 456,703 $ 1,660,103 $ 3,654 $ 456,703 $ 1,663,757 $ 2,120,460 $ 35,303 $ 2,085,157 Held-for-Sale Germany Lübeck 1 — 1,518 1,909 — 1,518 1,909 3,427 5 3,422 Apr-15 40 years Lübeck 2 — 1,363 560 — 1,363 560 1,923 28 1,895 Apr-15 40 years Total $ — $ 2,881 $ 2,469 $ — $ 2,881 $ 2,469 $ 5,350 $ 33 $ 5,317 ______________________ (1) Excludes the preferred equity certificates of $122 million . (2) Aggregate cost for federal income tax purposes is $2.5 billion as of December 31, 2015. The following table presents changes in the Company’s operating real estate portfolio as of December 31, 2015 and 2014 (dollars in thousands): 2015 2014 Beginning balance $ 55,413 $ — Property acquisitions 2,080,038 57,433 Transfers to held for sale (5,330 ) — Improvements 3,414 493 Retirements and disposals (14,514 ) — Foreign currency translation 1,439 (2,513 ) Ending balance $ 2,120,460 $ 55,413 The following table presents changes in accumulated depreciation as of December 31, 2015 and 2014 (dollars in thousands): 2015 2014 Beginning balance $ 517 $ — Depreciation expense 35,842 530 Assets held for sale (31 ) — Retirements and disposals (213 ) — Foreign currency translation (812 ) (13 ) Ending balance $ 35,303 $ 517 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Prior to the Spin-off, the accompanying combined consolidated financial statements and related notes of the Company are presented on a carve-out basis and have been prepared from the historical consolidated balance sheets, statements of operations, comprehensive income (loss) and cash flows of NorthStar Realty in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The contribution of the European Real Estate Business to the Company has been determined to be a combination of entities under common control that results in a change in the reporting entity which requires retrospective application to the Company’s financial statements under U.S. GAAP. Accordingly, the operations of the European Real Estate Business of NorthStar Realty transferred to the Company upon the Spin-off are presented as if the transferred business was the business of the Company for periods in which common control was present and at the carrying value of such assets and liabilities recorded in NorthStar Realty’s historical books and records. As a result, the combined consolidated balance sheet as of December 31, 2014 was updated to include items related to the New European Investments, such as cash of $0.5 million , certain deposits of $58.6 million , related foreign exchange loss of $1.1 million and transaction costs incurred of $27.5 million . The cash, deposits paid and transaction costs incurred are recorded as net transactions with NorthStar Realty through equity. Historically, financial statements of the Company have not been prepared as it has not operated separately from NorthStar Realty. These combined consolidated financial statements reflect the revenues and direct expenses of the Company and include material assets and liabilities of NorthStar Realty that are specifically identifiable to the European Real Estate Business and contributed to the Company upon completion of the Spin-off. The combined consolidated financial statements as of December 31, 2014 , the period ended January 1, 2015 to October 31, 2015 and the years ended December 31, 2014 and 2013 represent the Company prior to the Spin-off and include certain consolidated subsidiaries. Subsequent to the Spin-off, the financial statements are presented on a consolidated basis. In addition, the combined consolidated financial statements include activity related to the ownership period prior to the Acquisition Date of the U.K. Complex, herein referred to as the Prior Owner Period. The years ended December 31, 2014 and 2013 include activities of the U.K. Complex from January 1, 2013 to the Acquisition Date. Because the U.K. Complex was acquired from an unrelated third party on the Acquisition Date, a “blackline” presentation for the change in basis giving effect to purchase accounting pursuant to U.S. GAAP is presented. The combined consolidated financial statements for the period from the Acquisition Date (“NorthStar Europe Period”) and Prior Owner Period include an allocation of costs and expenses by NorthStar Realty related to the Company (primarily compensation and other general and administrative expense of $1.4 million ) based on an estimate of expenses as if the Company was managed as an independent entity. This allocation method is principally based on relative headcount and management’s knowledge of the operations of the Company. The amounts allocated in the accompanying combined consolidated financial statements are not necessarily indicative of the actual amount of such indirect expenses that would have been recorded had the Company been a separate independent entity. The Company believes the assumptions underlying its allocation of indirect expenses are reasonable. In addition, an estimate of management fees to NSAM of $0.1 million for the period from Acquisition Date through December 31, 2014 and $0.3 million for the period from January 1, 2015 through the Spin-off are recorded for the NorthStar Europe Period as if the Company was managed as an independent entity and is included in general and administrative expense in the combined consolidated statements of operations. The Company began paying management fees to NSAM on November 1, 2015 pursuant to the terms of the Company’s management agreement with NSAM (refer to Note 5). |
Principles of Consolidation | The combined consolidated financial statements include the combined 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 its investments in unconsolidated ventures to determine whether they are a VIE. The Company analyzes new investments and financings, as well as reconsideration events for existing investments and financings, which vary depending on type of investment or financing. |
Voting Interest Entities | A voting interest entity is an entity in which the total equity investment at risk is sufficient to enable it to finance its activities independently and the equity holders have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the losses of the entity and the right to receive the residual returns of the entity. The usual condition for a controlling financial interest in a voting interest entity is ownership of a majority voting interest. If the Company has a majority voting interest in a voting interest entity, the entity will generally be consolidated. The Company does not consolidate a voting interest entity if there are substantive participating rights by other parties and/or kick-out rights by a single party or through a simple majority vote. The Company performs on-going reassessments of whether entities previously evaluated under the voting interest framework have become VIEs, based on certain events, and therefore subject to the VIE consolidation framework. |
Investments in Unconsolidated Ventures | A non-controlling, unconsolidated ownership interest in an entity may be accounted for using the equity method, at fair value or the cost method. Under the equity method, the investment is adjusted each period for capital contributions and distributions and its share of the entity’s net income (loss). Capital contributions, distributions and net income (loss) of such entities are recorded in accordance with the terms of the governing documents. An allocation of net income (loss) may differ from the stated ownership percentage interest in such entity as a result of a preferred return and allocation formula, if any, as described in such governing documents. The Company may account for an investment in an unconsolidated entity at fair value by electing the fair value option. The Company records the change in fair value for its share of the projected future cash flow of any such investment from one period to another in equity in earnings (losses) from unconsolidated ventures in the combined consolidated statements of operations. Any change in fair value attributed to market related assumptions is considered unrealized gain (loss). The Company may account for an investment that does not qualify for equity method accounting or for which the fair value option was not elected using the cost method if the Company determines the investment in the unconsolidated entity is insignificant. Under the cost method, equity in earnings is recorded as dividends are received to the extent they are not considered a return of capital, which is recorded as a reduction of cost of the investment. |
Non-controlling Interests | A non-controlling interest in a consolidated subsidiary is defined as the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company. A non-controlling interest is required to be presented as a separate component of equity on the combined consolidated balance sheets and presented separately as net income (loss) and other comprehensive income (loss) (“OCI”) attributable to controlling and non-controlling interests. An allocation to a non-controlling interest may differ from the stated ownership percentage interest in such entity as a result of a preferred return and allocation formula, if any, as described in such governing documents. |
Estimates | The preparation of combined consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that could affect the amounts reported in the combined consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates and assumptions. |
Reclassifications | Certain prior period amounts have been reclassified in the combined consolidated financial statements to conform to current period presentation. |
Comprehensive Income (Loss) | The Company reports combined consolidated comprehensive income (loss) in separate statements following the combined consolidated statements of operations. Comprehensive income (loss) is defined as the change in equity resulting from net income (loss) and OCI. The components of OCI principally include the foreign currency translation adjustment. |
Cash and Cash Equivalents | 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, may at times exceed insurable amounts. The Company mitigates credit risk by placing cash and cash equivalents with major financial institutions. To date, the Company has not experienced any losses on cash and cash equivalents. |
Restricted Cash | Restricted cash primarily consists of amounts related to operating real estate such as escrows for taxes, insurance, capital expenditures, tenant security deposits and payments required under certain lease agreements. |
Operating Real Estate | Operating real estate is carried at historical cost less accumulated depreciation. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements which improve or extend the life of the asset are capitalized and depreciated over their useful life. Operating real estate is depreciated using the straight-line method over the estimated useful lives of the assets, summarized as follows: Category: Term: Building 40 years Building improvements Lesser of the useful life or remaining life of the building Building leasehold interests Lesser of 40 years or remaining term of the lease Tenant improvements Lesser of the useful life or remaining term of the lease The Company follows the purchase method for an acquisition of operating real estate, where the purchase price is allocated to tangible assets such as land, building, tenant and land improvements and other identified intangibles, such as goodwill. Costs directly related to an acquisition deemed to be a business combination are expensed and included in transaction costs in the combined consolidated statements of operations. Operating real estate which has met the criteria to be classified as held for sale is separately presented on the combined consolidated balance sheets. Such operating real estate is recorded at the lower of its carrying value or its estimated fair value less the cost to sell. Once a property is determined to be held for sale, depreciation is no longer recorded. The Company records a gain or loss on sale of real estate when title is conveyed to the buyer and the Company has no substantial economic involvement with the property. If the sales criteria for the full accrual method are not met, the Company defers some or all of the gain or loss recognition by applying the finance, leasing, profit sharing, deposit, installment or cost recovery methods, as appropriate, until the sales criteria are met. Minimum rental amounts due under leases are generally subject to scheduled adjustments. The following table presents approximate future minimum rental income under noncancelable operating leases to be received over the next five years and thereafter as of December 31, 2015 (dollars in thousands): Years Ending December 31: (1) 2016 $ 115,652 2017 117,349 2018 117,678 2019 112,401 2020 83,455 Thereafter 321,021 Total $ 867,556 _________________________ (1) Translated to the U.S. dollar using the currency exchange rate as of December 31, 2015. |
Deferred Costs | Deferred costs primarily include deferred financing costs and deferred lease costs. Deferred financing costs represent commitment fees, legal and other third-party costs associated with obtaining financing. These costs are amortized to interest expense over the term of the financing using either the effective interest method or straight-line method depending on the type of financing. Unamortized deferred financing costs are expensed when the associated borrowing is repaid before maturity. Costs incurred in seeking financing transactions, which do not close, are expensed in the period such financing transaction was terminated. Deferred lease costs consist of fees incurred to initiate and renew operating leases, which are amortized on a straight-line basis over the remaining lease term and is recorded to depreciation and amortization in the combined consolidated statements of operations. |
Intangible Assets and Intangible Liabilities | The Company records acquired identified intangibles, which includes intangible assets (such as value of the above-market leases, in-place leases, below-market ground leases, goodwill and other intangibles) and intangible liabilities (such as the value of below-market leases), based on estimated fair value. The value allocated to the above or below-market leases is amortized over the remaining lease term as a net adjustment to rental income. Above/below-market leases are amortized into rental income, below-market ground leases are amortized into real estate properties - operating expense and in-place leases are amortized into depreciation and amortization expense in the combined consolidated statements of operations on a straight-line basis over the remaining lease term. 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 analyzes goodwill for impairment on an annual basis and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be fully recoverable. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit, related to such goodwill, is less than its carrying amount as a basis to determine whether the two-step impairment test is necessary. The first step in the impairment test compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds fair value, the second step is required to determine the amount of the impairment loss, if any, by comparing the implied fair value of the reporting unit goodwill with the carrying amount of such goodwill. The implied fair value of goodwill is derived by performing a hypothetical purchase price allocation for the reporting unit as of the measurement date, allocating the reporting unit’s estimated fair value to its net assets and identifiable intangible assets. The residual amount represents the implied fair value of goodwill. To the extent this amount is below the carrying value of goodwill, an impairment loss is recorded in the combined consolidated statements of operations. Events or circumstances which could indicate a potential impairment include (but are not limited to) issues with laws and regulations; on-going or projected negative operating income or cash flow; and/or a significant change in the occupancy rate and/or rising interest rates. A market approach is performed based on income approach whereby the Company looks at comparable properties, current market conditions, forecasts and representative transactions to validate management’s expectations, where possible. The main assumptions used in measuring goodwill impairment, include the selection of guideline transactions, the derivation and selection of multiples and the financial metrics of the properties. The starting point for each of the reporting unit’s multiples is the detailed annual plan and rent roll. The detailed planning process takes into consideration many factors including revenue growth rate and capital spending requirements, among other items which impact the individual reporting unit projections. Fair value of the reporting unit is using significant unobservable inputs or Level 3 in the fair value hierarchy. These inputs are based on internal management estimates, forecasts and judgments. The annual impairment test for the Company’s seven reporting units was conducted as of December 31, 2015. Management generally used the optional qualitative screen to assess impairment of goodwill for 2015 given that the New European Investments were acquired during the year. In addition, the Company looked at other factors to assess whether it was more likely than not that the fair value of the reporting unit was higher than the carrying amount. In this assessment, the Company deemed it necessary to go to the next step of the assessment, Step 1, for purposes of one reporting unit. The result of the assessment performed resulted in a $1.7 million impairment loss of the goodwill associated with this reporting unit. The following tables presents identified intangibles as of December 31, 2015 and 2014 (dollars in thousands): December 31, 2015 (1) December 31, 2014 Gross Amount Accumulated Amortization Net Gross Amount Accumulated Amortization Net Intangible assets: In-place lease value, net $ 121,004 $ (20,120 ) $ 100,884 $ — $ — $ — Above-market lease value, net 53,236 (5,806 ) 47,430 1,657 (54 ) 1,603 Below-market ground lease value, net 70,971 (618 ) 70,353 33,231 (578 ) 32,653 Goodwill (2) 22,852 NA 22,852 — NA — Total $ 268,063 $ (26,544 ) $ 241,519 $ 34,888 $ (632 ) $ 34,256 Intangible liabilities: Below-market lease value, net $ 40,213 $ (4,490 ) $ 35,723 $ 151 $ (18 ) $ 133 Above-market ground lease value, net 5,026 (31 ) 4,995 — NA — Total $ 45,239 $ (4,521 ) $ 40,718 $ 151 $ (18 ) $ 133 _______________________ (1) As of December 31, 2015, the weighted average amortization period for above-market leases, below-market leases and in-place leases is 6.8 years , 7.5 years and 5.3 years , respectively. (2) Represents goodwill associated with the certain share-deal acquisitions of the New European Investments. The goodwill and a corresponding deferred tax liability is recorded at acquisition based on tax basis differences. The following table presents a rollforward of goodwill for the years ended December 31, 2015 and 2014 (dollars in thousands): Balance as of December 31, 2014 $ — Goodwill from acquisitions 24,491 Disposal of goodwill — Impairment losses (1,710 ) Adjustments from foreign currency translation 71 Balance as of December 31, 2015 $ 22,852 The following table presents amortization of acquired above-market leases, net of acquired below-market leases and amortization of other intangible assets for the years ended December 31, 2015 , 2014 and 2013 (dollars in thousands): NorthStar Europe Period Prior Owner Period Year Ended December 31, September 16 to December 31, January 1 to September 15, Year Ended December 31, 2015 2014 2014 2013 Amortization of above-market leases, net of acquired below-market leases $ 1,763 $ 37 $ 61 $ 107 Amortization of other intangible assets 20,468 558 742 1,200 The following table presents annual amortization of intangible assets and liabilities (dollars in thousands): Intangible Assets Intangible Liabilities Years Ending December 31: In-place Leases, Net Above-market Leases, Net Below-market Ground Lease Value, Net Below-market Leases, Net Above-market Ground Lease Value, Net 2016 $ 21,939 $ 8,236 $ 744 $ 4,765 $ 68 2017 17,741 7,773 744 4,639 68 2018 16,769 7,394 744 4,633 68 2019 14,674 6,594 744 4,412 68 2020 8,143 4,137 744 3,848 68 Thereafter 21,618 13,296 66,633 13,426 4,655 Total $ 100,884 $ 47,430 $ 70,353 $ 35,723 $ 4,995 |
Revenue Recognition | Operating Real Estate Rental and escalation income from operating real estate is derived from leasing of space to various types of tenants. Rental revenue recognition commences when the tenant takes possession of the leased space and the leased space is substantially ready for its intended use. The leases are for fixed terms of varying length and generally provide for annual rentals and expense reimbursements to be paid in quarterly or monthly installments. Rental income from leases is recognized on a straight-line basis over the term of the respective leases. The excess of rents recognized over amounts contractually due pursuant to the underlying leases are included in unbilled rent receivable on the combined consolidated balance sheets. The Company amortizes any tenant inducements as a reduction of revenue utilizing the straight-line method over the term of the lease. Escalation income represents revenue from tenant leases which provide for the recovery of all or a portion of the operating expenses and real estate taxes paid by the Company on behalf of the respective property. This revenue is accrued in the same period as the expenses are incurred. In situations in which a lease or leases associated with a significant tenant have been, or are expected to be, terminated early, the Company evaluates the remaining useful lives of depreciable or amortizable assets in the asset group related to the lease that will be terminated (i.e., tenant improvements, above and below market lease intangibles, in-place lease value and leasing commissions). Based upon consideration of the facts and circumstances surrounding the termination, the Company may write-off or accelerate the depreciation and amortization associated with the asset group. Such write-offs are included within depreciation and amortization in the combined consolidated statements of operations |
Impairment on Investments | Operating Real Estate The Company’s real estate portfolio is reviewed on a quarterly basis, or more frequently as necessary, to assess whether there are any indicators that the value of its operating real estate may be impaired or that its carrying value may not be recoverable. A property’s value is considered impaired if management’s estimate of the aggregate expected future undiscounted cash flow to be generated by the property is less than the carrying value of the property. In conducting this review, management considers global macroeconomic factors, real estate sector conditions together with investment specific and other factors. To the extent an impairment has occurred, the loss is measured as the excess of the carrying value of the property over the estimated fair value of the property and recorded in impairment of goodwill in the combined consolidated statements of operations. An allowance for a doubtful account for a tenant receivable is established based on a periodic review of aged receivables resulting from estimated losses due to the inability of a tenant to make required rent and other payments contractually due. Additionally, the Company establishes, on a current basis, an allowance for future tenant credit losses on unbilled rent receivable based on an evaluation of the collectability of such amounts. |
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 recorded at fair value on its combined consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows: Level 1. Quoted prices for identical assets or liabilities in an active market. Level 2. Financial assets and liabilities whose values are based on the following: (a) Quoted prices for similar assets or liabilities in active markets. (b) Quoted prices for identical or similar assets or liabilities in non-active markets. (c) Pricing models whose inputs are observable for substantially the full term of the asset or liability. (d) Pricing models whose inputs are derived principally from or corroborated by observable market data for substantially the full term of the asset or liability. Level 3. Prices or valuation techniques based on inputs that are both unobservable and significant to the overall fair value measurement. As of December 31, 2015 and 2014 , the Company’s recurring financial measurements recorded at fair value were its derivative assets. Such derivative instruments are valued using a third-party pricing service. Derivative instruments are assessed for credit valuation adjustments due to the risk of non-performance by the Company and derivative counterparties. This quotation is not adjusted and is generally based on valuation models with observable inputs such as interest rates and contractual cash flow, and as such, is classified as Level 2 of the fair value hierarchy. |
Equity-Based Compensation | The Company accounts for equity-based compensation awards using the fair value method, which requires an estimate of fair value of the award. Awards may be based on a variety of measures such as time, performance, market or a combination thereof. For time-based awards, fair value is determined based on the stock price on the grant date. The Company recognizes compensation expense over the vesting period on a straight-line basis. For performance-based awards, fair value is determined based on the stock price at the date of grant and an estimate of the probable achievement of such measure. The Company recognizes compensation expense over the requisite service period, net of estimated forfeitures, using the accelerated attribution expense method. For market-based measures, fair value is determined using a Monte Carlo analysis under a risk-neutral premise using a risk-free interest rate. The Company recognizes compensation expense, over the requisite service period, net of estimated forfeitures, on a straight-line basis. For awards with a combination of performance or market measures, the Company estimates the fair value as if it were two separate awards. First, the Company estimates the probability of achieving the performance measure. If it is not probable the performance condition will be met, the Company records the compensation expense based on the fair value of the market measure, as described above. This expense is recorded even if the market-based measure is never met. If the performance-based measure is subsequently estimated to be achieved, the Company records compensation expense based on the performance-based measure. The Company would then record a cumulative catch-up adjustment for any additional compensation expense. Equity-based compensation issued to non-employees is accounted for using the fair value of the award at the earlier of the performance commitment date or performance completion date. The awards are remeasured every quarter based on the stock price as of the end of the reporting period until such awards vest, if any. |
Derivatives | The Company seeks to use derivative instruments to manage exposure to interest rate risk and foreign currency exchange rate risk. For derivatives that qualify as a cash flow hedge, the effective portion of the change in fair value of derivatives designated as a hedge is recorded in accumulated OCI and is subsequently reclassified into income in the period that the hedged item affects income. Amounts reported in OCI that may relate to the hedge of its floating-rate borrowings are reclassified to interest expense as interest payments are made on associated borrowings. The change in fair value for a derivative that does not qualify as a hedge for U.S. GAAP is recorded in earnings. The Company’s derivative instruments are recorded on the combined consolidated balance sheets at fair value and do not qualify as hedges under U.S. GAAP. Therefore, the change in fair value of derivative instruments are recorded in earnings. |
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 (“CTA”) is recorded as a component of accumulated OCI in the combined consolidated statements of equity. For the year ended December 31, 2015, the Company reclassified $0.3 million of CTA to realized gains (losses) in the combined consolidated statements of operations due to the sale of certain real estate assets (refer to Note 3). 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 average currency exchange rate in effect during the period. The resulting foreign currency remeasurement adjustment is recorded in unrealized gain (loss) on investments and other in the combined consolidated statements of operations. |
Earnings Per Share | The Company’s basic earnings per share (“EPS”) is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of common stock outstanding. Diluted EPS includes restricted stock and the potential dilution that could occur if outstanding restricted stock units (“RSUs”) or other contracts to issue common stock, assuming performance hurdles have been met, were converted to common stock (including limited partnership interests in the Operating Partnership owned by holders other than the Company (“Common Units”) and Common Units which are structured as profits interests (“LTIP Units” collectively referred to as Unit Holders) (refer to Note 7), where such exercise or conversion would result in a lower EPS. The dilutive effect of such RSUs and Unit Holders is calculated assuming all units are converted to common stock. |
Income Taxes | The Company will elect to be taxed as a REIT for U.S. federal income tax purposes with the initial filing of its 2015 U.S. federal tax return and will comply with the related provisions of the Internal Revenue Code of 1986, as amended, the (“Internal Revenue Code”). Accordingly, the Company generally will not be subject to U.S. federal income tax to the extent of its distributions to stockholders and as long as certain asset, income and share ownership tests are met. To maintain its qualification as a REIT, the Company must annually distribute at least 90% of its REIT taxable income to its stockholders and meet certain other requirements. Under certain circumstances, federal income and excise taxes may be due on its undistributed taxable income. The Company distributes to its stockholders 100% of its taxable income and therefore no provision for U.S. federal income taxes has been included in the accompanying combined consolidated financial statements for the year ended December 31, 2015 . Dividends distributed for the year ended December 31, 2015 were characterized, for U.S. federal income tax purposes, as ordinary income. The Company conducts its business through foreign subsidiaries which may be subject to local level income tax in the European jurisdictions it operates. The Company has also elected taxable REIT subsidiary (“TRS”) status for one of the Company’s foreign subsidiaries. This enables the Company to provide services that would otherwise be considered impermissible for REITs and participate in activities that do not qualify as “rents from real property.” The TRS is not resident in the U.S. and, as such, not subject to U.S. taxation but is subject to foreign income taxes only. As a result, the effective tax rate of less than 1% is due to those foreign taxes. In addition, the REIT will not generally be subject to any additional U.S. taxes on the repatriation of its earnings. For the year ended December 31, 2015, the Company’s foreign subsidiaries recorded $2.3 million of current income tax expense and an offsetting $3.0 million of a deferred income tax benefit. For the Company’s foreign subsidiaries, including the Company’s foreign TRS, deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the foreign tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the temporary differences reverse. The Company evaluates the realizability of its deferred tax assets (e.g. net operating loss) and recognizes a valuation allowance if, based on the available evidence, it is more likely than not that some portion or all of its deferred tax assets will not be realized. When evaluating the realizability of its deferred tax assets, the Company considers estimates of expected future taxable income, existing and projected book/tax differences, tax planning strategies available and the general and industry specific economic outlook. This realizability analysis is inherently subjective, as it requires the Company to forecast its business and general economic environment in future periods. Due to past and projected losses in certain local jurisdictions where the Company does not have carryback potential and/or cannot sufficiently forecast future taxable income, the Company recognized net cumulative valuation allowances against the Company’s deferred tax assets. The Company will continue to review its deferred tax assets in accordance with U.S. GAAP. The valuation allowance at December 31, 2015 of $21.5 million relates to deferred tax assets in jurisdictions that had not met the “more-likely-than-not” realization threshold criteria. Changes in estimate of deferred tax asset realizability, if any, are included in income tax benefit (expense) in the combined consolidated statements of operations. As of December 31, 2015, the Company’s deferred tax assets and liabilities are as follows (dollars in thousands): Deferred tax asset Net operating losses $ 14,161 Interest deferral 5,896 Transaction costs capitalized to operating real estate 13,099 Other 1,805 Total deferred tax asset 34,961 Valuation allowance (21,460 ) Deferred tax assets, net of valuation allowance 13,501 Deferred tax liabilities Operating real estate (30,237 ) Other (5,070 ) Total deferred tax liabilities (35,307 ) Net deferred tax liability $ (21,806 ) The Company is allowed to carryforward its net operating losses indefinitely in most of the tax jurisdictions it files with some annual restrictions. The Company has assessed its tax positions for all open tax years, which includes 2013 to 2015 and concluded there were no uncertain tax positions to be recognized. The Company’s accounting policy with respect to interest and penalties is to classify these amounts as a component of income tax expense, where applicable. As of December 31, 2015, the Company has not recognized any such amounts related to uncertain tax positions. |
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 combined consolidated financial position, results of operations and financial statement disclosures. In February 2015, the FASB issued updated guidance that changes the rules regarding consolidation. The pronouncement eliminates specialized guidance for limited partnerships and similar legal entities and removes the indefinite deferral for certain investment funds. The new guidance is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, with early adoption permitted. The Company will adopt the new standard on January 1, 2016 and it is not expected to have a material impact on its combined consolidated financial position or results of operations. In April 2015, the FASB issued an accounting update changing the presentation of financing costs in financial statements. Under the new guidance, an entity would present these costs in the balance sheet as a direct deduction from the related liability rather than as an asset. Amortization of the costs would continue to be reported as interest expense. The new guidance is effective for annual periods and interim periods beginning after December 15, 2015, with early adoption permitted. In the fourth quarter of 2015, the Company adopted this guidance and the impact to the combined consolidated balance sheets from the reclassification of such costs was a reduction to both total assets and total liabilities of $24.5 million and $1.8 million as of December 31, 2015 and 2014, respectively. In September 2015, the FASB issued updated guidance that eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Under the new guidance, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The new guidance is effective for annual periods and interim periods beginning after December 15, 2015, with early adoption permitted. The Company adopted this guidance in the third quarter of 2015 (refer to Note 3). 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 its combined 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 combined consolidated financial position, results of operations and financial statement disclosures. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Estimated Useful Lives for Operating Real Estate | Operating real estate is depreciated using the straight-line method over the estimated useful lives of the assets, summarized as follows: Category: Term: Building 40 years Building improvements Lesser of the useful life or remaining life of the building Building leasehold interests Lesser of 40 years or remaining term of the lease Tenant improvements Lesser of the useful life or remaining term of the lease |
Schedule of Future Minimum Rental Income Under Noncancelable Operating Leases | The following table presents approximate future minimum rental income under noncancelable operating leases to be received over the next five years and thereafter as of December 31, 2015 (dollars in thousands): Years Ending December 31: (1) 2016 $ 115,652 2017 117,349 2018 117,678 2019 112,401 2020 83,455 Thereafter 321,021 Total $ 867,556 _________________________ (1) Translated to the U.S. dollar using the currency exchange rate as of December 31, 2015. |
Schedule of Deferred Costs and Intangible Assets | The following tables presents identified intangibles as of December 31, 2015 and 2014 (dollars in thousands): December 31, 2015 (1) December 31, 2014 Gross Amount Accumulated Amortization Net Gross Amount Accumulated Amortization Net Intangible assets: In-place lease value, net $ 121,004 $ (20,120 ) $ 100,884 $ — $ — $ — Above-market lease value, net 53,236 (5,806 ) 47,430 1,657 (54 ) 1,603 Below-market ground lease value, net 70,971 (618 ) 70,353 33,231 (578 ) 32,653 Goodwill (2) 22,852 NA 22,852 — NA — Total $ 268,063 $ (26,544 ) $ 241,519 $ 34,888 $ (632 ) $ 34,256 Intangible liabilities: Below-market lease value, net $ 40,213 $ (4,490 ) $ 35,723 $ 151 $ (18 ) $ 133 Above-market ground lease value, net 5,026 (31 ) 4,995 — NA — Total $ 45,239 $ (4,521 ) $ 40,718 $ 151 $ (18 ) $ 133 _______________________ (1) As of December 31, 2015, the weighted average amortization period for above-market leases, below-market leases and in-place leases is 6.8 years , 7.5 years and 5.3 years , respectively. (2) Represents goodwill associated with the certain share-deal acquisitions of the New European Investments. The goodwill and a corresponding deferred tax liability is recorded at acquisition based on tax basis differences. |
Schedule of Goodwill Rollforward | The following table presents a rollforward of goodwill for the years ended December 31, 2015 and 2014 (dollars in thousands): Balance as of December 31, 2014 $ — Goodwill from acquisitions 24,491 Disposal of goodwill — Impairment losses (1,710 ) Adjustments from foreign currency translation 71 Balance as of December 31, 2015 $ 22,852 |
Schedule of Intangible Asset Amortization | The following table presents amortization of acquired above-market leases, net of acquired below-market leases and amortization of other intangible assets for the years ended December 31, 2015 , 2014 and 2013 (dollars in thousands): NorthStar Europe Period Prior Owner Period Year Ended December 31, September 16 to December 31, January 1 to September 15, Year Ended December 31, 2015 2014 2014 2013 Amortization of above-market leases, net of acquired below-market leases $ 1,763 $ 37 $ 61 $ 107 Amortization of other intangible assets 20,468 558 742 1,200 |
Schedule of Intangible Asset Future Amortization | The following table presents annual amortization of intangible assets and liabilities (dollars in thousands): Intangible Assets Intangible Liabilities Years Ending December 31: In-place Leases, Net Above-market Leases, Net Below-market Ground Lease Value, Net Below-market Leases, Net Above-market Ground Lease Value, Net 2016 $ 21,939 $ 8,236 $ 744 $ 4,765 $ 68 2017 17,741 7,773 744 4,639 68 2018 16,769 7,394 744 4,633 68 2019 14,674 6,594 744 4,412 68 2020 8,143 4,137 744 3,848 68 Thereafter 21,618 13,296 66,633 13,426 4,655 Total $ 100,884 $ 47,430 $ 70,353 $ 35,723 $ 4,995 |
Schedule of Other Assets and Other Liabilities | The following table presents a summary of other assets and other liabilities as of December 31, 2015 and 2014 (dollars in thousands): December 31, 2015 2014 Other assets: Investment deposits and pending deal costs $ — $ 58,647 Deferred tax assets, net 220 — Prepaid expenses 3,041 2,269 Deferred lease costs 2,007 — Other 973 742 Total $ 6,241 $ 61,658 December 31, 2015 2014 Other liabilities: Deferred tax liabilities $ 22,026 $ — Prepaid rent and unearned revenue 10,450 2,206 Tenant security deposits 4,953 250 Other 5,225 — Total $ 42,654 $ 2,456 |
Schedule of Deferred Tax Assets and Liabilities | As of December 31, 2015, the Company’s deferred tax assets and liabilities are as follows (dollars in thousands): Deferred tax asset Net operating losses $ 14,161 Interest deferral 5,896 Transaction costs capitalized to operating real estate 13,099 Other 1,805 Total deferred tax asset 34,961 Valuation allowance (21,460 ) Deferred tax assets, net of valuation allowance 13,501 Deferred tax liabilities Operating real estate (30,237 ) Other (5,070 ) Total deferred tax liabilities (35,307 ) Net deferred tax liability $ (21,806 ) |
Operating Real Estate (Tables)
Operating Real Estate (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Real Estate [Abstract] | |
Schedule of Operating Real Estate | The following table presents operating real estate, net as of December 31, 2015 and 2014 (dollars in thousands): December 31, 2015 2014 Land $ 456,703 $ — Buildings and improvements 1,256,002 — Building leasehold interests and improvements 334,970 51,646 Furniture, fixtures and equipment 218 — Tenant improvements 72,567 3,767 Subtotal 2,120,460 55,413 Less: Accumulated depreciation (35,303 ) (517 ) Operating real estate, net $ 2,085,157 $ 54,896 |
Schedule of Real Estate Acquisitions | The following table summarizes the Company’s acquisitions for the year ended December 31, 2015 (dollars in millions): Acquisition Date Name Primary Description Primary Location(s) Purchase Price (1)(2) Properties (6) Financing (1) Equity (1) Ownership Interest (4) Transaction Costs (1) April 2015 SEB Portfolio Multi-tenant office Germany, United Kingdom, France $ 1,188.1 11 $ 805.8 (3) $ 467.9 95% $ 85.6 (5) April 2015 Internos Portfolio Office/Hotel/Industrial/Retail Germany, France, Portugal 200.7 12 99.0 116.4 95% 14.7 (5) April 2015 IVG Portfolio Multi-tenant office Germany, United Kingdom, France 197.7 15 91.3 124.5 95% 18.1 (5) April 2015 Deka Portfolio Multi-tenant office Germany 88.5 10 51.0 43.3 95% 5.8 (5) July 2015 Trianon Tower Multi-tenant office Germany 589.3 3 363.3 228.3 95% 2.3 Total $ 2,264.3 51 $ 1,410.4 $ 980.4 $ 126.5 ______________________________________ (1) Translated using the currency exchange rate on the dates of acquisitions, as applicable. (2) Includes working capital and excludes transaction costs, deferred financing costs and derivatives. (3) Includes $232.5 million of financing entered into subsequent to acquisition date and translated using the currency exchange rates as of such date. (4) The Company has an approximate 95% equity interest in certain subsidiaries related to these acquisitions and is entitled to a 100% allocation of net income (loss) as a result of the allocation formula, as set forth in the governing documents. (5) Includes $27.5 million of transaction costs incurred in the fourth quarter 2014. Transaction costs incurred in 2015 include $6.4 million of foreign currency related losses on deposits paid in 2014 in connection with the acquisitions in April 2015. (6) Includes two assets in the Internos Portfolio and one asset in the Deka Portfolio which were sold in December 2015. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table presents the allocation of the purchase price of the assets acquired and the liabilities issued or assumed upon the closing of the U.K. Complex and New European Investments translated using the currency exchange rate on the date of each respective acquisition (dollars in thousands): Assets: Land $ 465,756 Buildings, leasehold interests and improvements (1) 1,671,487 Acquired intangibles (2) 273,854 Other assets acquired 31,800 Total assets acquired $ 2,442,897 Liabilities: Mortgage and other notes payable (3) $ 1,491,621 Intangibles and other liabilities assumed (4) 74,110 Total liabilities 1,565,731 Redeemable non-controlling interest 1,461 Total NorthStar Realty Europe Corp. equity 874,086 Non-controlling interests 1,619 Total equity 875,705 Total liabilities and equity $ 2,442,897 ______________________________________ (1) Includes building and tenant improvements. (2) Primarily includes in-place lease, above-market lease and below-market ground lease values and goodwill. (3) Includes $232.5 million of financing entered into subsequent to acquisition date for the SEB Portfolio (refer to Note 4) and translated using the currency exchange rates of such date. (4) Primarily includes below-market lease values and net deferred tax liability. The following table presents the effect of such purchase price reclassifications on the combined consolidated balance sheet as of December 31, 2015 (dollars in thousands): As Previously Disclosed Measurement-Period Adjustments December 31, 2015 Operating real estate, net $ 562,302 $ (1,422 ) $ 560,880 Intangible assets, net 62,794 (5,801 ) 56,993 Intangible liabilities, net (2,725 ) 79 (2,646 ) Other liabilities (31,485 ) 6,923 (24,562 ) Total $ 590,886 $ (221 ) $ 590,665 |
Summary of Pro Forma Amounts | The unaudited pro forma amounts were prepared for comparable purposes only and are not indicative of what actual combined consolidated results of operations of the Company would have been, nor are they indicative of the combined consolidated results of operations in the future (dollars in thousands, except per share data): Years Ended December 31, 2015 2014 Pro forma total revenues $ 173,137 $ 171,091 Pro forma net income (loss) attributable to NorthStar Realty Europe Corp. (14,505 ) (153,509 ) (1) Pro forma EPS - basic $ (0.23 ) $ (2.44 ) Pro forma EPS - diluted $ (0.23 ) $ (2.44 ) ___________________ (1) Includes $158.3 million of transaction costs relating to the acquisition of the European Real Estate Business. |
Schedule of Real Estate Held for Sale | The following table summarizes the Company’s operating real estate held for sale as of December 31, 2015 (dollars in thousands): Description Properties Operating Real Estate, Net Intangible Assets, Net Total Deka Portfolio (1)(2) 2 $ 5,317 $ 777 $ 6,094 ___________________ (1) In March 2016, the Company sold one of the assets held for sale as of December 31, 2015. (2) The assets classified as held for sale were sold on the open market as asset deals subject to standard industry terms and conditions. The assets contributed $0.4 million of revenue and a pretax loss of $0.4 million for the year ended December 31, 2015. |
Borrowings (Tables)
Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Borrowings | The following table presents borrowings as of December 31, 2015 and 2014 (dollars in thousands): December 31, 2015 December 31, 2014 Final Contractual Principal Carrying Principal Carrying Mortgage and other notes payable: (1) U.K. Complex Jan-20 (2) $ 74,010 $ 72,579 $ 77,660 $ 75,910 Internos Portfolio (10) Dec-20 (9) (3) 84,497 (7) 82,329 — — IVG Portfolio (10) Dec-20 (9) (3) 78,602 (7) 75,732 — — Deka Portfolio (10) Dec-20 (9) (3) 46,945 (7) 46,212 — — SEB Portfolio (4) Apr-22 (5) 684,540 (7) 674,543 — — SEB Portfolio - Preferred (6) Apr-60 (6) 115,604 (7) 115,219 — — Trianon Tower (4) Jul-23 (8) 359,898 357,996 — — Total mortgage and other notes payable 1,444,096 1,424,610 77,660 75,910 Senior Notes: Senior Notes (11) Dec-16 4.625% 340,000 333,798 — — Grand Total $ 1,784,096 $ 1,758,408 $ 77,660 $ 75,910 ____________________________________________________________ (1) All borrowings are non-recourse to the Company and are interest-only through maturity, subject to compliance with covenants of the respective borrowing and denominated in the same currency as the assets securing the borrowing. (2) Comprised of $60.2 million principal amount of floating rate borrowing at GBP LIBOR plus 2.0% , with a related $60.2 million notional value interest rate cap at 2.0% and $13.8 million of fixed rate borrowing at 8.0% . (3) Represents cross-collateralized borrowings between the IVG Portfolio, Internos Portfolio and Deka Portfolio. Comprised of $14.6 million principal amount of floating rate borrowings at EURIBOR plus 2.7% , with a related $14.6 million notional value interest rate cap at 2.0% , $100.1 million principal amount of floating rate borrowings at EURIBOR plus 1.55% , with a related $100.1 million notional value interest rate cap at 0.5% , $54.5 million principal amount of floating rate borrowings at EURIBOR plus 1.9% , with a related $54.5 million notional value interest rate cap at 2.0% , and $34.0 million of floating rate borrowings at GBP LIBOR plus 2.7% , with a related $34.0 million notional value interest rate cap at 2.0% . (4) In July 2015, the Company borrowed an additional $109.4 million and $88.9 million , related to the SEB Portfolio and Trianon Tower, respectively, which was deemed to be a modification for accounting purposes and as such, the fees paid to the lender of $0.8 million and $2.0 million , respectively, were treated as a discount to such borrowings. The amortization of such fees is included in interest expense in the combined consolidated statements of operations. (5) Comprised of $386.5 million principal amount of floating rate borrowing at EURIBOR plus 1.8% , with a related $368.5 million notional value interest rate cap at 0.5% , $280.9 million of floating rate borrowing at GBP LIBOR plus 1.8% , with a related $280.9 million notional value interest rate cap at 2.0% and $17.1 million of floating rate borrowing at STIBOR plus 1.8% . (6) Represents preferred equity certificates with a contractual interest rate of 3.0% per annum through May 2019, which can be prepaid at that time without penalty in part or in full, which increases to EURIBOR plus 12.0% through May 2022 and then increases to EURIBOR plus 15.0% through final maturity. Any prepayment prior to May 2019 is subject to the payment of the unpaid coupon on outstanding principal amount through May 2019. (7) Prepayment provisions include a fee based on principal amount ranging from .75% to 1.5% through April 2018 for the Internos Portfolio, the IVG Portfolio and the Deka Portfolio borrowing and .5% to 2.0% through April 2019 for the SEB Portfolio borrowing. (8) Comprised of $360.0 million principal amount of floating rate borrowing at EURIBOR plus 1.45% , with a related $360.0 million notional value interest rate cap at 0.5% . (9) On December 17, 2015, the Company completed a refinancing of the Internos Portfolio, the IVG Portfolio and the Deka Portfolio and, as such, certain maturity dates range from April 2020 to December 2020. (10) Includes $0.7 million , $3.0 million and $2.9 million of asset associated preferred equity certificates each with a fixed contractual interest rate of 1.0% per annum plus variable interest based on specified income levels associated to the German property companies of the IVG Portfolio, Deka Portfolio and Internos Portfolio, respectively, which can be prepaid at any time without penalty through final maturity, being thirty years from the issuance date. (11) The Company has the right to redeem the Senior Notes prior to maturity, in whole or in part from time to time, provided that no redemption in part results in the aggregate principal amount of the Senior Notes outstanding being reduced to less than $100 million . The cash redemption price is equal to the greater of: (i) 100% of the principal amount of the Senior Notes; and (ii) the sum of the present values of the remaining scheduled payments of interest and principal of the Senior Notes discounted to such date of redemption on a semiannual basis at a rate of 0.50% per annum. |
Summary of Reconciliation of Principal Amount to Carrying Value | The following table presents a reconciliation of principal amount to carrying value of the Company’s mortgage and other notes payable and the Senior Notes as of December 31, 2015 and 2014 (dollars in thousands): December 31, 2015 2014 Principal amount $ 1,784,096 $ 77,660 Premium (discount), net (1,144 ) — Deferred financing costs, net (24,544 ) (1,750 ) Carrying value $ 1,758,408 $ 75,910 |
Schedule of Principal Payments on Borrowings, Based on Final Maturity | The following table presents scheduled principal payments on borrowings, based on final maturity as of December 31, 2015 (dollars in thousands): Total Mortgage Senior Notes Years ending December 31: 2016 $ 340,000 $ — $ 340,000 2017 — — — 2018 — — — 2019 — — — 2020 284,054 284,054 — Thereafter 1,160,042 1,160,042 — Total $ 1,784,096 $ 1,444,096 $ 340,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Earnings Per Share | The following table presents EPS for the years ended December 31, 2015 , 2014 and 2013 (dollars and shares in thousands, except per share data): NorthStar Europe Period Prior Owner Period Year Ended December 31, September 16 to December 31, January 1 to September 15, Year Ended December 31, 2015 (1) 2014 (1) 2014 (1) 2013 (1) Numerator: Net income (loss) attributable to NorthStar Realty Europe Corp. $ (143,136 ) $ (33,630 ) $ (3,007 ) $ 1,633 Net income (loss) attributable to Unit Holders non-controlling interest (1,052 ) — — — Net income (loss) attributable to common stockholders and Unit Holders (1) $ (144,188 ) $ (33,630 ) $ (3,007 ) $ 1,633 Denominator: (2) Weighted average shares of common stock 62,184 62,988 (3) 62,988 (3) 62,988 (3) Weighted average Unit Holders (1) 681 — — — Weighted average shares of common stock and Unit Holders (2) 62,865 62,988 (3) 62,988 (3) 62,988 (3) Earnings (loss) per share: Basic $ (2.30 ) $ (0.53 ) (3) $ (0.05 ) (3) $ 0.03 (3) Diluted $ (2.30 ) $ (0.53 ) (3) $ (0.05 ) (3) $ 0.03 (3) ____________________________________________________________ (1) The EPS calculation takes into account Unit Holders, which receive non-forfeitable dividends from the date of grant, share equally in the Company’s net income (loss) and convert on a one -for-one basis into common stock. (2) Excludes the effect of restricted stock and RSUs outstanding that were not dilutive as of December 31, 2015 . These instruments could potentially impact diluted EPS in future periods, depending on changes in the Company’s stock price and other factors. (3) Basic and diluted earnings per common share for the years ended December 31, 2014 and 2013 were calculated using the common stock issued in connection with the Spin-off and exclude the effect of any equity-based awards outstanding at that date that were not dilutive. |
Risk Management and Derivativ27
Risk Management and Derivative Activities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Derivative Instruments not Designated as Hedges under U.S. GAAP | The following table presents derivative instruments that were not designated as hedges under U.S. GAAP as of December 31, 2015 and December 31, 2014 (dollars in thousands): Number Notional Amount Fair Value Net Asset (Liability) Range of Range of Maturity As of December 31, 2015: Interest rate caps 6 $ 1,429,216 $ 23,375 0.50% - 2.00% April 2016 - July 2023 Foreign currency forwards 3 154,353 417 N/A February 2016 - November 2017 Total 9 $ 1,583,569 $ 23,792 As of December 31, 2014: Interest rate cap 1 $ 63,099 $ 1,080 2.00% January 2020 |
Schedule of Fair Value of Derivative Instruments and Balance Sheet Classification | The following table presents the fair value of derivative instruments, as well as their classification on the combined consolidated balance sheets, as of December 31, 2015 and December 31, 2014 (dollars in thousands): Balance Sheet December 31, December 31, Location Interest rate caps Derivative assets $ 23,375 $ 1,080 Foreign currency forwards Derivative assets $ 417 $ — |
Schedule of the Effect of Derivative Instruments on Combined Statements of Operations | The following table presents the effect of derivative instruments in the combined consolidated statements of operations for the years ended December 31, 2015 , 2014 and 2013 (dollars in thousands): NorthStar Europe Period Prior Owner Period (1) Year Ended September 16 to December 31, January 1 to September 15, Year Ended 2015 2014 2014 2013 Amount of gain (loss) recognized in earnings: Statements of operations location: Adjustment to fair value of interest rate caps Unrealized gain (loss) on investments and other $ (8,897 ) $ (210 ) $ 2,110 $ 2,798 Adjustment to fair value of foreign currency forwards Unrealized gain (loss) on investments and other 227 — — — Net cash receipt (payment) on derivatives Unrealized gain (loss) on investments and other (61 ) — — — _____________________________ (1) During the Prior Owner Period, there were interest rate swaps associated with financing that were settled in connection with the acquisition of the U.K. Complex by NorthStar Realty. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Minimum Future Rental Payments Under Ground Lease Obligations | The following table presents minimum future rental payments under the Company’s contractual ground lease obligations for certain building leaseholds as of December 31, 2015 (dollars in thousands): Years ending December 31: Total (1) 2016 $ 642 2017 642 2018 642 2019 642 2020 642 Thereafter 43,919 Total minimum lease payments $ 47,129 __________________ (1) Represents three ground leases, none of which are paid directly by the tenants. |
Quarterly Financial Informati29
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The following presents selected quarterly information for the years ended December 31, 2015 and 2014 (dollars in thousands): NorthStar Europe Period Three Months Ended December 31, September 30, June 30, March 31, 2015 2015 2015 2015 Rental and escalation income $ 43,923 $ 42,178 $ 31,558 $ 2,186 Total expenses 67,794 69,350 117,418 3,440 Net income (loss) (34,180 ) (31,932 ) (76,688 ) (1,343 ) Net income (loss) attributable to NorthStar Realty Europe Corp. common stockholders (33,949 ) (31,892 ) (75,983 ) (1,312 ) Earnings (loss) per share: (1) Basic $ (0.55 ) $ (0.51 ) $ (1.21 ) $ (0.02 ) Diluted $ (0.55 ) $ (0.51 ) $ (1.21 ) $ (0.02 ) __________________ (1) The total for the year may differ from the sum of the quarters as a result of weighting. NorthStar Europe Period Prior Owner Period Three Months Ended December 31, September 16 to September 30, July 1 to September 15, Three Months Ended June 30, Three Months Ended March 31, 2014 2014 2014 2014 2014 Rental and escalation income $ 2,523 $ 199 $ 1,981 $ 2,828 $ 2,353 Total expenses 30,549 4,783 3,386 5,439 4,744 Net income (loss) (29,361 ) (4,545 ) (344 ) (1,440 ) (1,223 ) Net income (loss) attributable to NorthStar Realty Europe Corp. common stockholders (29,382 ) (4,248 ) (344 ) (1,440 ) (1,223 ) Earnings (loss) per share: (1)(2) Basic $ (0.47 ) $ (0.07 ) $ (0.01 ) $ (0.02 ) $ (0.02 ) Diluted $ (0.47 ) $ (0.07 ) $ (0.01 ) $ (0.02 ) $ (0.02 ) __________________ (1) Basic and diluted earnings per common share for the periods prior to 2015 were calculated using the common stock issued in connection with the Spin-off and exclude the effect of any equity-based awards outstanding at that date that were not dilutive. (2) The total for the year may differ from the sum of the quarters as a result of weighting. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting | The following tables present segment reporting for the years ended December 31, 2015 , 2014 and 2013 (dollars in thousands): NorthStar Europe Period Year Ended December 31, 2015 Statement of Operations: Real Estate Corporate Total Rental and escalation income $ 119,845 (1) $ — $ 119,845 Interest expense 25,365 (3) 10,764 (3) 36,129 Income (loss) before income tax benefit (expense) (106,141 ) (38,677 ) (4) (144,818 ) Income tax benefit (expense) 675 — 675 Net income (loss) (105,466 ) (2) (38,677 ) (144,143 ) Balance Sheet: December 31, 2015: Total Assets $ 2,544,992 $ 138,058 $ 2,683,050 ___________________________________ (1) Includes revenues attributable to Germany, the United Kingdom, France and the Netherlands of $34.4 million , $37.1 million , $16.1 million and $15.1 million , respectively. (2) Primarily relates to depreciation and amortization expense of $56.3 million and transaction costs related to the New European Investments of $99.1 million . (3) Includes $2.9 million and $3.0 million of amortization of deferred financing costs in the real estate and corporate segment, respectively. (4) Includes an allocation of general and administrative expenses from NSAM of $0.4 million . NorthStar Europe Period Prior Owner Period September 16, 2014 to December 31, 2014 January 1 to September 15, 2014 Statement of Operations: Real Estate Corporate Total Real Estate Corporate Total Rental and escalation income $ 2,722 (1) $ — $ 2,722 $ 7,162 $ — $ 7,162 Interest expense 165 — 165 3,486 — 3,486 Income (loss) before income tax benefit (expense) (32,699 ) (2) (1,207 ) (3) (33,906 ) 1,434 (4,441 ) (3) (3,007 ) Income tax benefit (expense) — — — — — — Net income (loss) (32,699 ) (1,207 ) (33,906 ) 1,434 (4,441 ) (3,007 ) Balance Sheet: December 31, 2014: Total Assets $ 160,271 $ — $ 160,271 $ — $ — $ — ___________________________________ (1) Represents revenues from the U.K. Complex in the United Kingdom of $ 2.7 million . (2) Primarily relates to transaction costs related to the U.K. Complex of $4.3 million and to the New European Investments of $27.5 million . (3) Includes an allocation of general and administrative expense based on an estimate of expenses had the Company been run as an independent entity (refer to Note 2). Prior Owner Period Year Ended December 31, 2013 Statement of Operations: Real Estate Corporate Total Rental and escalation income $ 9,869 $ — $ 9,869 Interest expense 4,666 — 4,666 Income (loss) before income tax benefit (expense) 1,293 340 (1) 1,633 Income tax benefit (expense) — — — Net income (loss) 1,293 340 1,633 Balance Sheet: December 31, 2013: Total Assets $ 90,951 $ — $ 90,951 ___________________________________ (1) Includes an allocation of general and administrative expense based on an estimate of expenses had the Company been run as an independent entity (refer to Note 2). |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Basis of Quarterly Presentation (Details) - USD ($) $ in Thousands | 2 Months Ended | 4 Months Ended | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Oct. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 16, 2014 | |
Business Acquisition [Line Items] | ||||||
Cash | $ 283,844 | $ 2,100 | $ 283,844 | $ 2,100 | $ 0 | |
Management fees | General and administrative expense | ||||||
Business Acquisition [Line Items] | ||||||
Estimate of management fees | 100 | $ 300 | ||||
New European Investments | ||||||
Business Acquisition [Line Items] | ||||||
Cash | 500 | 500 | ||||
Certain deposits | 58,600 | 58,600 | ||||
Related foreign exchange gain (loss) | 1,100 | |||||
Transaction costs payable | $ 27,500 | $ 27,500 | ||||
NSAM | Cost and expense reimbursement | ||||||
Business Acquisition [Line Items] | ||||||
Allocated general and administrative expense | $ 400 | $ 1,400 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Estimated Useful Life for Operating Real Estate) (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Building | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 40 years |
Building leasehold interests | Lesser of or remaining term of lease | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 40 years |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Future Minimum Rental Income Under Noncancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Accounting Policies [Abstract] | |
2,016 | $ 115,652 |
2,017 | 117,349 |
2,018 | 117,678 |
2,019 | 112,401 |
2,020 | 83,455 |
Thereafter | 321,021 |
Total | $ 867,556 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Intangible Assets and Intangible Liabilities (Details) $ in Thousands | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($)reporting_unit | ||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Number of reporting units | reporting_unit | 7 | ||
Impairment of goodwill | [1] | $ 0 | $ 1,710 |
Intangible assets: | |||
Goodwill, gross amount | 0 | 22,852 | |
Total, gross amount | 34,888 | 268,063 | |
Accumulated amortization | (632) | (26,544) | |
Goodwill, net | 0 | 22,852 | |
Total, net | 34,256 | 241,519 | |
Intangible liabilities: | |||
Below market lease, gross amount | 151 | 40,213 | |
Below market lease, accumulated amortization | (18) | (4,490) | |
Total | 133 | 35,723 | |
Intangible liabilities, gross | 151 | 45,239 | |
Intangible liabilities, accumulated amortization | (18) | (4,521) | |
Total, net | 133 | $ 40,718 | |
Below market lease, remaining amortization period | 7 years 5 months 18 days | ||
In-place lease value, net | |||
Intangible assets: | |||
Intangible assets, gross amount | 0 | $ 121,004 | |
Accumulated amortization | 0 | (20,120) | |
Total | 0 | $ 100,884 | |
Intangible liabilities: | |||
Intangible assets, remaining amortization period | 5 years 3 months 1 day | ||
Above-market lease value, net | |||
Intangible assets: | |||
Intangible assets, gross amount | 1,657 | $ 53,236 | |
Accumulated amortization | (54) | (5,806) | |
Total | 1,603 | 47,430 | |
Intangible liabilities: | |||
Intangible liabilities, gross amount | 0 | 5,026 | |
Intangible liabilities, accumulated amortization | (31) | ||
Other intangible liabilities, net | 0 | $ 4,995 | |
Intangible assets, remaining amortization period | 6 years 9 months 18 days | ||
Below-market ground lease value, net | |||
Intangible assets: | |||
Intangible assets, gross amount | 33,231 | $ 70,971 | |
Accumulated amortization | (578) | (618) | |
Total | $ 32,653 | $ 70,353 | |
[1] | The combined consolidated financial statements for the year ended December 31, 2015 and the period from September 16, 2014 to December 31, 2014 represent: (i) the Company’s results of operations of the European Real Estate Business as if the transferred business was the business for the periods in which common control was present (refer to Notes 1 and 2); and (ii) an allocation of costs related to the Company for the period September 16, 2014 to October 31, 2015. The period from January 1, 2014 to September 15, 2014 and for the year ended December 31, 2013 includes: (i) the Prior Owner Period results of operations, which represents the ownership period of a third party; and (ii) an allocation of costs related to the launch of the European real estate business. As a result, results of operations for the year ended December 31, 2015 may not be comparable to the Company’s results of operations reported for the prior periods presented. |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Goodwill Rollforward (Details) - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2015 | ||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | $ 0 | ||
Goodwill from acquisitions | 24,491 | ||
Disposal of goodwill | 0 | ||
Impairment losses | [1] | $ 0 | (1,710) |
Adjustments from foreign currency translation | 71 | ||
Goodwill, ending balance | $ 0 | $ 22,852 | |
[1] | The combined consolidated financial statements for the year ended December 31, 2015 and the period from September 16, 2014 to December 31, 2014 represent: (i) the Company’s results of operations of the European Real Estate Business as if the transferred business was the business for the periods in which common control was present (refer to Notes 1 and 2); and (ii) an allocation of costs related to the Company for the period September 16, 2014 to October 31, 2015. The period from January 1, 2014 to September 15, 2014 and for the year ended December 31, 2013 includes: (i) the Prior Owner Period results of operations, which represents the ownership period of a third party; and (ii) an allocation of costs related to the launch of the European real estate business. As a result, results of operations for the year ended December 31, 2015 may not be comparable to the Company’s results of operations reported for the prior periods presented. |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | 4 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Sep. 15, 2014 | Dec. 31, 2015 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of above-market leases, net of acquired below-market leases | $ 37 | $ 1,763 | ||
Other intangible assets | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of other intangible assets | $ 558 | $ 20,468 | ||
Prior Owner | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of above-market leases, net of acquired below-market leases | $ 61 | $ 107 | ||
Prior Owner | Other intangible assets | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of other intangible assets | $ 742 | $ 1,200 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Annual Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Below-market Leases, Net | ||
2,016 | $ 4,765 | |
2,017 | 4,639 | |
2,018 | 4,633 | |
2,019 | 4,412 | |
2,020 | 3,848 | |
Thereafter | 13,426 | |
Total | 35,723 | $ 133 |
Above-market Ground Lease Value, Net | ||
Intangible Liabilities, Other, Net | ||
2,016 | 68 | |
2,017 | 68 | |
2,018 | 68 | |
2,019 | 68 | |
2,020 | 68 | |
Thereafter | 4,655 | |
Total | 4,995 | |
In-place Leases, Net | ||
Intangible Assets | ||
2,016 | 21,939 | |
2,017 | 17,741 | |
2,018 | 16,769 | |
2,019 | 14,674 | |
2,020 | 8,143 | |
Thereafter | 21,618 | |
Total | 100,884 | 0 |
Above-market Leases, Net | ||
Intangible Assets | ||
2,016 | 8,236 | |
2,017 | 7,773 | |
2,018 | 7,394 | |
2,019 | 6,594 | |
2,020 | 4,137 | |
Thereafter | 13,296 | |
Total | 47,430 | $ 1,603 |
Below-market Ground Lease Value, Net | ||
Intangible Assets | ||
2,016 | 744 | |
2,017 | 744 | |
2,018 | 744 | |
2,019 | 744 | |
2,020 | 744 | |
Thereafter | 66,633 | |
Total | $ 70,353 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Other Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Other assets: | ||
Investment deposits and pending deal costs | $ 0 | $ 58,647 |
Deferred tax assets, net | 220 | 0 |
Prepaid expenses | 3,041 | 2,269 |
Deferred lease costs | 2,007 | 0 |
Other | 973 | 742 |
Total | 6,241 | 61,658 |
Other liabilities: | ||
Deferred tax liabilities | 22,026 | 0 |
Prepaid rent and unearned revenue | 10,450 | 2,206 |
Tenant security deposits | 4,953 | 250 |
Other | 5,225 | 0 |
Total | $ 42,654 | $ 2,456 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Foreign Currency (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Accounting Policies [Abstract] | |
CTA reclassified to realized gains (losses) | $ 0.3 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Income Taxes (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Accounting Policies [Abstract] | |
Effective income tax rate, percent (less than) | 1.00% |
Foreign subsidiary current income tax expense | $ 2,300 |
Foreign subsidiary deferred income tax benefit | 3,000 |
Valuation allowance | $ 21,460 |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Deferred Tax Assets and Liabilities (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Accounting Policies [Abstract] | |
Net operating losses | $ 14,161 |
Interest deferral | 5,896 |
Transaction costs capitalized to operating real estate | 13,099 |
Other | 1,805 |
Total deferred tax asset | 34,961 |
Valuation allowance | (21,460) |
Deferred tax assets, net of valuation allowance | 13,501 |
Operating real estate | (30,237) |
Other | (5,070) |
Total deferred tax liabilities | (35,307) |
Net deferred tax liability | $ (21,806) |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
New Accounting Pronouncement, Early Adoption [Line Items] | ||
Assets | $ (2,683,050) | $ (160,271) |
Liabilities | (1,885,739) | (80,197) |
New Accounting Pronouncement, Early Adoption, Effect | ||
New Accounting Pronouncement, Early Adoption [Line Items] | ||
Assets | 24,500 | 1,800 |
Liabilities | $ 24,500 | $ 1,800 |
Operating Real Estate - Operati
Operating Real Estate - Operating Real Estate, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Real Estate [Abstract] | ||
Land | $ 456,703 | $ 0 |
Buildings and improvements | 1,256,002 | 0 |
Building leasehold interests and improvements | 334,970 | 51,646 |
Furniture, fixtures and equipment | 218 | 0 |
Tenant improvements | 72,567 | 3,767 |
Subtotal | 2,120,460 | 55,413 |
Less: Accumulated depreciation | (35,303) | (517) |
Operating real estate, net | $ 2,085,157 | $ 54,896 |
Operating Real Estate - Narrati
Operating Real Estate - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2014 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Sep. 15, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Business Acquisition [Line Items] | ||||||||||||||
Depreciation expense | $ 500 | $ 1,600 | $ 35,800 | $ 1,900 | ||||||||||
Pro forma total revenues | 173,137 | $ 171,091 | ||||||||||||
Net income (loss) | $ (4,545) | $ (34,180) | $ (31,932) | $ (76,688) | $ (1,343) | $ (29,361) | $ (33,906) | $ (33,906) | [1] | (144,143) | [1] | |||
European Real Estate Business | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 110,900 | |||||||||||||
Pro forma net loss | 105,300 | |||||||||||||
Measurement Period Adjustment for Intangible Assets | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Net income (loss) | $ 200 | |||||||||||||
[1] | The combined consolidated financial statements for the year ended December 31, 2015 and the period from September 16, 2014 to December 31, 2014 represent: (i) the Company’s results of operations of the European Real Estate Business as if the transferred business was the business for the periods in which common control was present (refer to Notes 1 and 2); and (ii) an allocation of costs related to the Company for the period September 16, 2014 to October 31, 2015. The period from January 1, 2014 to September 15, 2014 and for the year ended December 31, 2013 includes: (i) the Prior Owner Period results of operations, which represents the ownership period of a third party; and (ii) an allocation of costs related to the launch of the European real estate business. As a result, results of operations for the year ended December 31, 2015 may not be comparable to the Company’s results of operations reported for the prior periods presented. |
Operating Real Estate - Real Es
Operating Real Estate - Real Estate Acquisitions (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | 12 Months Ended | |||
Dec. 31, 2015property | Jul. 31, 2015USD ($)property | Apr. 30, 2015USD ($)property | Dec. 31, 2014USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($) | ||
Business Acquisition [Line Items] | |||||||
Purchase Price | $ 2,264,300 | ||||||
Properties | property | 51 | ||||||
Financing | $ 1,410,400 | ||||||
Equity | 980,400 | ||||||
Transaction Costs | 126,500 | ||||||
Transaction costs | [1] | $ 31,691 | $ 120,101 | ||||
Foreign currency related losses on deposits | $ 0 | $ 6,402 | |||||
SEB Portfolio | |||||||
Business Acquisition [Line Items] | |||||||
Purchase Price | $ 1,188,100 | ||||||
Properties | property | 11 | ||||||
Financing | $ 805,800 | ||||||
Equity | $ 467,900 | ||||||
Ownership Interest | 95.00% | ||||||
Transaction Costs | $ 85,600 | ||||||
Parent's percentage allocation of net income (loss) | 100.00% | 100.00% | |||||
Internos Portfolio | |||||||
Business Acquisition [Line Items] | |||||||
Purchase Price | $ 200,700 | ||||||
Properties | property | 12 | ||||||
Financing | $ 99,000 | ||||||
Equity | $ 116,400 | ||||||
Ownership Interest | 95.00% | ||||||
Transaction Costs | $ 14,700 | ||||||
Number of assets sold | property | 2 | ||||||
IVG Portfolio | |||||||
Business Acquisition [Line Items] | |||||||
Purchase Price | $ 197,700 | ||||||
Properties | property | 15 | ||||||
Financing | $ 91,300 | ||||||
Equity | $ 124,500 | ||||||
Ownership Interest | 95.00% | ||||||
Transaction Costs | $ 18,100 | ||||||
Deka Portfolio | |||||||
Business Acquisition [Line Items] | |||||||
Purchase Price | $ 88,500 | ||||||
Properties | property | 10 | ||||||
Financing | $ 51,000 | ||||||
Equity | $ 43,300 | ||||||
Ownership Interest | 95.00% | ||||||
Transaction Costs | $ 5,800 | ||||||
Number of assets sold | property | 1 | ||||||
Trianon Tower | |||||||
Business Acquisition [Line Items] | |||||||
Purchase Price | $ 589,300 | ||||||
Properties | property | 3 | ||||||
Financing | $ 363,300 | ||||||
Equity | $ 228,300 | ||||||
Ownership Interest | 95.00% | ||||||
Transaction Costs | $ 2,300 | ||||||
SEB Portfolio, IVG Portfolio, Deka Portfolio, Internos Portfolio and Trianon Tower | |||||||
Business Acquisition [Line Items] | |||||||
Ownership Interest | 95.00% | 95.00% | |||||
Real Estate Segment | Operating Segments | Europe | New European Investments | |||||||
Business Acquisition [Line Items] | |||||||
Transaction costs | $ 27,500 | $ 99,100 | |||||
[1] | The combined consolidated financial statements for the year ended December 31, 2015 and the period from September 16, 2014 to December 31, 2014 represent: (i) the Company’s results of operations of the European Real Estate Business as if the transferred business was the business for the periods in which common control was present (refer to Notes 1 and 2); and (ii) an allocation of costs related to the Company for the period September 16, 2014 to October 31, 2015. The period from January 1, 2014 to September 15, 2014 and for the year ended December 31, 2013 includes: (i) the Prior Owner Period results of operations, which represents the ownership period of a third party; and (ii) an allocation of costs related to the launch of the European real estate business. As a result, results of operations for the year ended December 31, 2015 may not be comparable to the Company’s results of operations reported for the prior periods presented. |
Operating Real Estate - Purchas
Operating Real Estate - Purchase Price Allocation (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Assets: | |
Intangible assets, net | $ 56,993 |
European Real Estate Business | |
Assets: | |
Land and improvements | 465,756 |
Buildings, leasehold interests and improvements(1) | 1,671,487 |
Intangible assets, net | 273,854 |
Other assets acquired | 31,800 |
Total assets acquired | 2,442,897 |
Liabilities: | |
Mortgage and other notes payable | 1,491,621 |
Other liabilities assumed | 74,110 |
Total liabilities | 1,565,731 |
Redeemable non-controlling interest | 1,461 |
Total NorthStar Realty Europe Corp. equity | 874,086 |
Non-controlling interests | 1,619 |
Total equity | 875,705 |
Total liabilities and equity | 2,442,897 |
SEB Portfolio | |
Liabilities: | |
Mortgage and other notes payable | $ 232,500 |
Operating Real Estate - Purch47
Operating Real Estate - Purchase Price Reclassifications (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | |
Operating real estate, net | $ 560,880 |
Intangible assets, net | 56,993 |
Intangible liabilities, net | (2,646) |
Other liabilities | (24,562) |
Total | 590,665 |
As Previously Disclosed | |
Business Acquisition [Line Items] | |
Operating real estate, net | 562,302 |
Intangible assets, net | 62,794 |
Intangible liabilities, net | (2,725) |
Other liabilities | (31,485) |
Total | 590,886 |
Measurement-Period Adjustments | |
Business Acquisition [Line Items] | |
Operating real estate, net | (1,422) |
Intangible assets, net | (5,801) |
Intangible liabilities, net | 79 |
Other liabilities | 6,923 |
Total | $ (221) |
Operating Real Estate - Pro For
Operating Real Estate - Pro Forma (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Jul. 31, 2015 | |
Business Acquisition [Line Items] | |||
Pro forma total revenues | $ 173,137 | $ 171,091 | |
Pro forma net income (loss) attributable to NorthStar Realty Europe Corp. | $ (14,505) | $ (153,509) | |
Pro forma EPS - basic (in dollars per share) | $ (0.23) | $ (2.44) | |
Pro forma EPS - diluted (in dollars per share) | $ (0.23) | $ (2.44) | |
Transaction costs | $ 126,500 | ||
European Real Estate Business | |||
Business Acquisition [Line Items] | |||
Transaction costs | $ 158,300 |
Operating Real Estate - Real 49
Operating Real Estate - Real Estate Held for Sale (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015USD ($)property | Dec. 31, 2014USD ($) | |
Real Estate Properties [Line Items] | ||
Operating Real Estate, Net | $ 6,094 | $ 0 |
Deka Portfolio | ||
Real Estate Properties [Line Items] | ||
Properties | property | 2 | |
Operating Real Estate, Net | $ 5,317 | |
Intangible Assets, Net | 777 | |
Total | 6,094 | |
Held-for-sale | Deka Portfolio | ||
Real Estate Properties [Line Items] | ||
Disposal group, revenue | 400 | |
Disposal group, pretax loss | $ 400 | |
Number of assets sold | 0 |
Borrowings (Details)
Borrowings (Details) - USD ($) | 1 Months Ended | 4 Months Ended | 12 Months Ended |
Jul. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Principal Amount | $ 77,660,000 | $ 1,784,096,000 | |
Carrying Value | 75,910,000 | 1,758,408,000 | |
Fees paid to lender related to modifications | 0 | 0 | |
Asset linked preferred equity | 122,000,000 | ||
Mortgage and Other Notes Payable | |||
Debt Instrument [Line Items] | |||
Principal Amount | 77,660,000 | 1,444,096,000 | |
Carrying Value | 75,910,000 | 1,424,610,000 | |
Mortgage and Other Notes Payable | UK Property | |||
Debt Instrument [Line Items] | |||
Principal Amount | 77,660,000 | 74,010,000 | |
Carrying Value | $ 75,910,000 | 72,579,000 | |
Mortgage and Other Notes Payable | Internos Portfolio | |||
Debt Instrument [Line Items] | |||
Principal Amount | 84,497,000 | ||
Carrying Value | 82,329,000 | ||
Mortgage and Other Notes Payable | IVG Portfolio | |||
Debt Instrument [Line Items] | |||
Principal Amount | 78,602,000 | ||
Carrying Value | 75,732,000 | ||
Mortgage and Other Notes Payable | Deka Portfolio | |||
Debt Instrument [Line Items] | |||
Principal Amount | 46,945,000 | ||
Carrying Value | 46,212,000 | ||
Mortgage and Other Notes Payable | SEB Portfolio | |||
Debt Instrument [Line Items] | |||
Principal Amount | $ 109,400,000 | 684,540,000 | |
Carrying Value | $ 674,543,000 | ||
Fees paid to lender related to modifications | 800,000 | ||
Mortgage and Other Notes Payable | SEB Portfolio | Minimum | |||
Debt Instrument [Line Items] | |||
Prepayment fee percentage range on principal | 0.50% | ||
Mortgage and Other Notes Payable | SEB Portfolio | Maximum | |||
Debt Instrument [Line Items] | |||
Prepayment fee percentage range on principal | 2.00% | ||
Mortgage and Other Notes Payable | SEB Portfolio - Preferred | |||
Debt Instrument [Line Items] | |||
Principal Amount | $ 115,604,000 | ||
Carrying Value | 115,219,000 | ||
Mortgage and Other Notes Payable | Trianon Tower | |||
Debt Instrument [Line Items] | |||
Principal Amount | 88,900,000 | 359,898,000 | |
Carrying Value | 357,996,000 | ||
Fees paid to lender related to modifications | $ 2,000,000 | ||
Mortgage and Other Notes Payable | Trianon Tower | EURIBOR | |||
Debt Instrument [Line Items] | |||
Principal Amount | $ 360,000,000 | ||
Interest rate added to variable rate | 1.45% | ||
Mortgage and Other Notes Payable | IVG, Internos, and Deka Portfolio | Minimum | |||
Debt Instrument [Line Items] | |||
Prepayment fee percentage range on principal | 0.75% | ||
Mortgage and Other Notes Payable | IVG, Internos, and Deka Portfolio | Maximum | |||
Debt Instrument [Line Items] | |||
Prepayment fee percentage range on principal | 1.50% | ||
Mortgage and Other Notes Payable | GBP LIBOR Plus 2.0% | UK Property | GBP LIBOR | |||
Debt Instrument [Line Items] | |||
Principal Amount | $ 60,200,000 | ||
Interest rate added to variable rate | 2.00% | ||
Mortgage and Other Notes Payable | Notional value interest rate cap of 2.0% | UK Property | GBP LIBOR | |||
Debt Instrument [Line Items] | |||
Notional value | $ 60,200,000 | ||
Notional value interest rate cap | 2.00% | ||
Mortgage and Other Notes Payable | Fixed rate at 8% | UK Property | |||
Debt Instrument [Line Items] | |||
Principal Amount | $ 13,800,000 | ||
Contractual Interest Rate | 8.00% | ||
Mortgage and Other Notes Payable | EURIBOR Plus 2.7% | IVG, Internos, and Deka Portfolio | |||
Debt Instrument [Line Items] | |||
Interest rate added to variable rate | 2.00% | ||
Notional value | $ 14,600,000 | ||
Mortgage and Other Notes Payable | EURIBOR Plus 2.7% | IVG, Internos, and Deka Portfolio | EURIBOR | |||
Debt Instrument [Line Items] | |||
Principal Amount | $ 14,600,000 | ||
Interest rate added to variable rate | 2.70% | ||
Mortgage and Other Notes Payable | EURIBOR Plus 1.55% | IVG, Internos, and Deka Portfolio | |||
Debt Instrument [Line Items] | |||
Interest rate added to variable rate | 0.50% | ||
Notional value | $ 100,100,000 | ||
Mortgage and Other Notes Payable | EURIBOR Plus 1.55% | IVG, Internos, and Deka Portfolio | EURIBOR | |||
Debt Instrument [Line Items] | |||
Principal Amount | $ 100,100,000 | ||
Interest rate added to variable rate | 1.55% | ||
Mortgage and Other Notes Payable | EURIBOR Plus 1.9% | IVG, Internos, and Deka Portfolio | |||
Debt Instrument [Line Items] | |||
Interest rate added to variable rate | 2.00% | ||
Notional value | $ 54,500,000 | ||
Mortgage and Other Notes Payable | EURIBOR Plus 1.9% | IVG, Internos, and Deka Portfolio | EURIBOR | |||
Debt Instrument [Line Items] | |||
Principal Amount | $ 54,500,000 | ||
Interest rate added to variable rate | 1.90% | ||
Mortgage and Other Notes Payable | GBP LIBOR Plus 2.7% | IVG, Internos, and Deka Portfolio | |||
Debt Instrument [Line Items] | |||
Notional value | $ 34,000,000 | ||
Notional value interest rate cap | 2.00% | ||
Mortgage and Other Notes Payable | GBP LIBOR Plus 2.7% | IVG, Internos, and Deka Portfolio | GBP LIBOR | |||
Debt Instrument [Line Items] | |||
Interest rate added to variable rate | 2.70% | ||
Mortgage and Other Notes Payable | GBP LIBOR Plus 2.7% | IVG, Internos, and Deka Portfolio | EURIBOR | |||
Debt Instrument [Line Items] | |||
Principal Amount | $ 34,000,000 | ||
Mortgage and Other Notes Payable | EURIBOR Plus 1.8% | SEB Portfolio | EURIBOR | |||
Debt Instrument [Line Items] | |||
Principal Amount | $ 386,500,000 | ||
Interest rate added to variable rate | 1.80% | ||
Mortgage and Other Notes Payable | Notional value interest rate cap of 0.5% | SEB Portfolio | EURIBOR | |||
Debt Instrument [Line Items] | |||
Notional value | $ 368,500,000 | ||
Notional value interest rate cap | 0.50% | ||
Mortgage and Other Notes Payable | GBP LIBOR Plus 1.8% | SEB Portfolio | GBP LIBOR | |||
Debt Instrument [Line Items] | |||
Principal Amount | $ 280,900,000 | ||
Interest rate added to variable rate | 1.80% | ||
Mortgage and Other Notes Payable | Notional Value interest rate cap of 2% | SEB Portfolio | GBP LIBOR | |||
Debt Instrument [Line Items] | |||
Notional value | $ 280,900,000 | ||
Notional value interest rate cap | 2.00% | ||
Mortgage and Other Notes Payable | Notional Value interest rate cap of 2% | Trianon Tower | |||
Debt Instrument [Line Items] | |||
Notional value | $ 360,000,000 | ||
Notional value interest rate cap | 0.50% | ||
Mortgage and Other Notes Payable | Variable rate | SEB Portfolio - Preferred | |||
Debt Instrument [Line Items] | |||
Contractual Interest Rate | 3.00% | ||
Mortgage and Other Notes Payable | Variable rate | SEB Portfolio - Preferred | May 2019 through May 2022 | |||
Debt Instrument [Line Items] | |||
Contractual Interest Rate | 12.00% | ||
Mortgage and Other Notes Payable | Variable rate | SEB Portfolio - Preferred | May 2022 through Maturity | |||
Debt Instrument [Line Items] | |||
Contractual Interest Rate | 15.00% | ||
Mortgage and Other Notes Payable | STIBOR Plus 1.8% | SEB Portfolio | STIBOR | |||
Debt Instrument [Line Items] | |||
Principal Amount | $ 17,100,000 | ||
Interest rate added to variable rate | 1.80% | ||
Mortgage and Other Notes Payable | Fixed rate at 1.0% | Internos Portfolio | |||
Debt Instrument [Line Items] | |||
Asset linked preferred equity | $ 2,900,000 | ||
Mortgage and Other Notes Payable | Fixed rate at 1.0% | IVG Portfolio | |||
Debt Instrument [Line Items] | |||
Asset linked preferred equity | 700,000 | ||
Mortgage and Other Notes Payable | Fixed rate at 1.0% | Deka Portfolio | |||
Debt Instrument [Line Items] | |||
Asset linked preferred equity | $ 3,000,000 | ||
Mortgage and Other Notes Payable | Fixed rate at 1.0% | IVG, Internos, and Deka Portfolio | |||
Debt Instrument [Line Items] | |||
Contractual Interest Rate | 1.00% | ||
Senior Notes | |||
Debt Instrument [Line Items] | |||
Principal Amount | $ 340,000,000 | ||
Carrying Value | $ 333,798,000 | ||
Contractual Interest Rate | 4.625% | ||
Redemption threshold for aggregate principal outstanding | $ 100,000,000 | ||
Redemption percentage of principal amount | 100.00% | ||
Redemption discount per annum | 0.50% |
Borrowings - Narrative (Details
Borrowings - Narrative (Details) - USD ($) | 1 Months Ended | |||
Jul. 31, 2015 | Feb. 29, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||||
Principal amount | $ 1,784,096,000 | $ 77,660,000 | ||
Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 340,000,000 | |||
Stated interest rate | 4.625% | |||
Exchangeable Senior Notes | 4.625% Notes | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 340,000,000 | |||
Stated interest rate | 4.625% | |||
Aggregate net proceeds | $ 331,000,000 | |||
Senior unsubordinated unsecured note | Consolidated Entity Excluding Variable Interest Entities (VIE) | ||||
Debt Instrument [Line Items] | ||||
Notice required prior to maturity to settle outstanding principal in common stock, term | 60 days | |||
Level 2 | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Fair Value | $ 327,300,000 | |||
Subsequent Event | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Amount repurchased | $ 150,000,000 |
Borrowings - Reconciliation of
Borrowings - Reconciliation of Principal to Carrying Amount (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
Principal amount | $ 1,784,096,000 | $ 77,660,000 |
Premium (discount), net | (1,144,000) | 0 |
Deferred financing costs, net | (24,544,000) | (1,750,000) |
Carrying value | $ 1,758,408,000 | $ 75,910,000 |
Borrowings - Scheduled Principa
Borrowings - Scheduled Principal on Borrowings (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
2,016 | $ 340,000,000 | |
2,017 | 0 | |
2,018 | 0 | |
2,019 | 0 | |
2,020 | 284,054,000 | |
Thereafter | 1,160,042,000 | |
Total | 1,784,096,000 | $ 77,660,000 |
Mortgage and Other Notes Payable | ||
Debt Instrument [Line Items] | ||
2,016 | 0 | |
2,017 | 0 | |
2,018 | 0 | |
2,019 | 0 | |
2,020 | 284,054,000 | |
Thereafter | 1,160,042,000 | |
Total | 1,444,096,000 | |
Senior Notes | ||
Debt Instrument [Line Items] | ||
2,016 | 340,000,000 | |
2,017 | 0 | |
2,018 | 0 | |
2,019 | 0 | |
2,020 | 0 | |
Thereafter | 0 | |
Total | $ 340,000,000 |
Related Party Arrangements (Det
Related Party Arrangements (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 01, 2015 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | |||||
Annualized base management fee to be paid | $ 3,995 | $ 3,995 | $ 3,995 | $ 0 | |
NSAM | |||||
Related Party Transaction [Line Items] | |||||
Asset management agreement, initial term | 20 years | ||||
Asset management agreement, renewal term | 20 years | ||||
Asset management fee expense, related party | 2,300 | ||||
Asset management agreement, assets under management | 10,000,000 | 10,000,000 | $ 10,000,000 | ||
Increase in annualized base management fee | 20.00% | ||||
Annualized base management fee to be paid | $ 2,300 | 2,300 | $ 2,300 | ||
NSAM | Tier 1 | |||||
Related Party Transaction [Line Items] | |||||
Asset management agreement, incentive fee | 15.00% | ||||
NSAM | Tier 2 | |||||
Related Party Transaction [Line Items] | |||||
Asset management agreement, incentive fee | 25.00% | ||||
NSAM | Minimum | Tier 1 | |||||
Related Party Transaction [Line Items] | |||||
Asset management agreement, incentive fee, per share (dollars per share) | $ 0.30 | ||||
NSAM | Minimum | Tier 2 | |||||
Related Party Transaction [Line Items] | |||||
Asset management agreement, incentive fee, per share (dollars per share) | 0.36 | ||||
NSAM | Maximum | Tier 1 | |||||
Related Party Transaction [Line Items] | |||||
Asset management agreement, incentive fee, per share (dollars per share) | $ 0.36 | ||||
NSAM | Management fees | |||||
Related Party Transaction [Line Items] | |||||
Additional asset management fee | 1.50% | ||||
NSAM | Cost and expense reimbursement | |||||
Related Party Transaction [Line Items] | |||||
Allocated general and administrative expense | $ 400 | $ 1,400 | |||
NSAM | Long-term Bonus or Other Compensation | |||||
Related Party Transaction [Line Items] | |||||
Reimbursement percentage | 50.00% |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details) $ in Millions | Dec. 31, 2015USD ($)shares | Oct. 31, 2015shares | Mar. 30, 2016shares | Feb. 29, 2016shares | Nov. 30, 2015 | Oct. 30, 2015shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2015USD ($)shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Spinoff conversion ratio | 0.1667 | |||||||
Conversion ratio | 0.50 | |||||||
Common stock given as payout | 0.3333 | |||||||
Amortization of equity-based compensation | $ | $ 0.8 | $ 0.8 | ||||||
Equity-based compensation expense not yet recognized | $ | $ 7.7 | $ 7.7 | $ 7.7 | |||||
2015 Omnibus Stock Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock reserved for future issuance (shares) | 10,000,000 | 10,000,000 | 10,000,000 | |||||
Common stock, additional shares reserved for issuance as a percentage of total shares issued and outstanding | 2.00% | 2.00% | 2.00% | |||||
Awards granted (shares) | 0 | |||||||
NSAM Bonus Plan | NSAM | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 4 years | |||||||
Maximum percent of salaries, wages and officers' compensation from related party to be covered by entity | 50.00% | |||||||
Restricted Stock | Director | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 3 years | |||||||
Issued in period (shares) | 17,528 | |||||||
Restricted Stock | Spin-off | Subsequent Event | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Awards granted (shares) | 995,698 | |||||||
Award vesting period | 4 years | |||||||
Restricted Stock | NSAM Bonus Plan | Subsequent Event | Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Awards granted (shares) | 335,336 | |||||||
Awards vested upon grant, percentage | 25.00% | |||||||
Awards retired in period (shares) | 44,214 | |||||||
Restricted Stock | NSAM Bonus Plan | Subsequent Event | Non Executive Employees | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Awards granted (shares) | 283,305 | |||||||
Restricted Stock | Omnibus Stock Incentive Plan | NorthStar Realty Finance Corporation | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Issued in period (shares) | 27,122 | |||||||
Restricted Stock Units (RSUs) | Spin-off | Subsequent Event | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Awards granted (shares) | 1,493,551 | |||||||
Maximum award vesting rights based on absolute performance, percentage | 100.00% | |||||||
Maximum award vesting rights based on relative performance, percentage | 125.00% | |||||||
Restricted Stock Units (RSUs) | NSAM Bonus Plan | Subsequent Event | Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Awards granted (shares) | 194,422 | |||||||
Restricted Stock Units (RSUs) | Omnibus Stock Incentive Plan | Executive Officer | NorthStar Realty Finance Corporation | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Awards granted (shares) | 117,472 | 180,871 | ||||||
Restricted Stock Units (RSUs) | Omnibus Stock Incentive Plan | Subsequent Event | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percent of performance-based equity instruments based on total shareholder return | 50.00% | |||||||
Percent of performance-based equity instruments, subject to total shareholder return relative to the MSCI US REIT index | 50.00% | |||||||
Restricted Stock Units (RSUs) | Incentive Compensation Plan | NorthStar Realty Finance Corporation | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Awards with remaining vesting requirement (shares) | 83,333 | 83,333 | 83,333 | |||||
Operating Partnership Units | Incentive Compensation Plan | NorthStar Realty Finance Corporation | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Issued in period (shares) | 622,349 | |||||||
Awards with remaining vesting requirement (shares) | 285,419 | 285,419 | 285,419 | |||||
LTIP Units | Director | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Issued in period (shares) | 70,112 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | Nov. 23, 2015$ / shares | Oct. 31, 2015 | Nov. 30, 2015USD ($)shares | Dec. 31, 2015USD ($)shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Spinoff conversion ratio | 0.1667 | |||
Authorized amount of outstanding common stock (up to) | $ 100,000,000 | |||
Shares repurchased | shares | 3,700,000 | |||
Repurchase of equity | $ 41,400,000 | |||
Common stock dividends declared (in dollars per share) | $ / shares | $ 0.15 | |||
Director | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock issued during period (shares) | shares | 17,528 | |||
Stock issued during period, value | $ 200,000 | |||
Award vesting period | 3 years |
Stockholders' Equity - Earnings
Stockholders' Equity - Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 15, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Sep. 15, 2014 | Dec. 31, 2015 | Dec. 31, 2013 | ||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||||||||||
Net income (loss) attributable to NorthStar Realty Europe Corp. | [1] | $ (33,630) | $ (143,136) | ||||||||||||||||
Net income (loss) attributable to Unit Holders non-controlling interest | $ (1,100) | 0 | (1,052) | ||||||||||||||||
Net income (loss) attributable to common stockholders and Unit Holders | $ (33,630) | $ (144,188) | |||||||||||||||||
Weighted average shares of common stock (in shares) | [1] | 62,987,863 | [2] | 62,183,638 | |||||||||||||||
Weighted average Unit Holders (in shares) | 0 | 681,000 | |||||||||||||||||
Weighted average shares of common stock and Unit Holders (in shares) | [1] | 62,987,863 | [2] | 62,865,124 | |||||||||||||||
Earnings (loss) per share: | |||||||||||||||||||
Basic (in dollars per share) | $ (0.07) | $ (0.55) | $ (0.51) | $ (1.21) | $ (0.02) | $ (0.47) | $ (0.53) | [1],[2] | $ (2.30) | [1] | |||||||||
Diluted (in dollars per share) | $ (0.07) | $ (0.55) | $ (0.51) | $ (1.21) | $ (0.02) | $ (0.47) | $ (0.53) | [1],[2] | $ (2.30) | [1] | |||||||||
Prior Owner | |||||||||||||||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||||||||||
Net income (loss) attributable to NorthStar Realty Europe Corp. | [1] | $ (3,007) | $ 1,633 | ||||||||||||||||
Net income (loss) attributable to Unit Holders non-controlling interest | 0 | 0 | |||||||||||||||||
Net income (loss) attributable to common stockholders and Unit Holders | $ (3,007) | $ 1,633 | |||||||||||||||||
Weighted average shares of common stock (in shares) | [1],[2] | 62,987,863 | 62,987,863 | ||||||||||||||||
Weighted average Unit Holders (in shares) | 0 | 0 | |||||||||||||||||
Weighted average shares of common stock and Unit Holders (in shares) | [1],[2] | 62,987,863 | 62,987,863 | ||||||||||||||||
Earnings (loss) per share: | |||||||||||||||||||
Basic (in dollars per share) | $ (0.01) | $ (0.02) | $ (0.02) | $ (0.05) | [1],[2] | $ 0.03 | [1],[2] | ||||||||||||
Diluted (in dollars per share) | $ (0.01) | $ (0.02) | $ (0.02) | $ (0.05) | [1],[2] | $ 0.03 | [1],[2] | ||||||||||||
LTIP Units | |||||||||||||||||||
Earnings (loss) per share: | |||||||||||||||||||
Shares issued upon conversion of awards | 1 | ||||||||||||||||||
[1] | The combined consolidated financial statements for the year ended December 31, 2015 and the period from September 16, 2014 to December 31, 2014 represent: (i) the Company’s results of operations of the European Real Estate Business as if the transferred business was the business for the periods in which common control was present (refer to Notes 1 and 2); and (ii) an allocation of costs related to the Company for the period September 16, 2014 to October 31, 2015. The period from January 1, 2014 to September 15, 2014 and for the year ended December 31, 2013 includes: (i) the Prior Owner Period results of operations, which represents the ownership period of a third party; and (ii) an allocation of costs related to the launch of the European real estate business. As a result, results of operations for the year ended December 31, 2015 may not be comparable to the Company’s results of operations reported for the prior periods presented. | ||||||||||||||||||
[2] | Basic and diluted earnings per common share for the years ended December 31, 2014 and 2013 were calculated using the common stock distributed on November 1, 2015 in connection with the Spin-off (refer to Note 7). |
Non-controlling Interests (Deta
Non-controlling Interests (Details) $ in Thousands, € in Millions | 2 Months Ended | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($)shares | Dec. 31, 2015EUR (€)shares | |
Noncontrolling Interest [Line Items] | ||||
Non-controlling interest | $ 8,700 | $ 8,700 | ||
Non-controlling ownership interest | 1.20% | 1.20% | 1.20% | |
Non-controlling interest net income (loss) | $ 1,100 | $ 0 | $ 1,052 | |
Ownership percentage in disposed asset | 5.50% | 5.50% | 5.50% | |
Redeemable noncontrolling interest, equity, redemption value | € | € 2.1 | |||
Net (income) loss attributable to redeemable non-controlling interest | $ (100) | |||
Non-controlling Interest in Subsidiaries Owning Trianon Tower | ||||
Noncontrolling Interest [Line Items] | ||||
Consideration received | $ 1,500 | $ 1,500 | ||
LTIP units | Non-controlling interest | ||||
Noncontrolling Interest [Line Items] | ||||
Number of units outstanding (shares) | shares | 692,461 | 692,461 | 692,461 |
Risk Management and Derivativ59
Risk Management and Derivative Activities - Derivative Instruments Not Designated as Hedges (Details) - Not designated as hedges $ in Thousands | Dec. 31, 2015USD ($)instrument | Dec. 31, 2014USD ($)instrument |
Derivative [Line Items] | ||
Number | instrument | 9 | |
Notional Amount | $ 1,583,569 | |
Fair Value Net Asset (Liability) | $ 23,792 | |
Interest rate caps | ||
Derivative [Line Items] | ||
Number | instrument | 6 | 1 |
Notional Amount | $ 1,429,216 | $ 63,099 |
Fair Value Net Asset (Liability) | $ 23,375 | $ 1,080 |
Interest rate caps | LIBOR | ||
Derivative [Line Items] | ||
Lower Range of Fixed LIBOR (as a percent) | 0.50% | |
Higher Range of Fixed LIBOR (as a percent) | 2.00% | |
Fixed LIBOR (as a percent) | 2.00% | |
Foreign currency forwards | ||
Derivative [Line Items] | ||
Number | instrument | 3 | |
Notional Amount | $ 154,353 | |
Fair Value Net Asset (Liability) | $ 417 |
Risk Management and Derivativ60
Risk Management and Derivative Activities - Derivatives (Narrative) (Details) | Dec. 31, 2015USD ($)instrument | Dec. 31, 2014USD ($)instrument |
Derivative [Line Items] | ||
Cash collateral held by counter parties | $ | $ 0 | $ 0 |
Designated as hedge | ||
Derivative [Line Items] | ||
Number of derivative instruments | instrument | 0 | 0 |
Risk Management and Derivativ61
Risk Management and Derivative Activities - Fair Value of Derivative Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Interest rate caps | ||
Derivative [Line Items] | ||
Derivative assets | $ 23,375 | $ 1,080 |
Foreign currency forwards | ||
Derivative [Line Items] | ||
Derivative assets | $ 417 | $ 0 |
Risk Management and Derivativ62
Risk Management and Derivative Activities - Effect of Derivative Instruments in the Combined Consolidated Statements of Operations (Details) - Unrealized gain (loss) on investments and other - Derivatives - USD ($) $ in Thousands | 4 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Sep. 15, 2014 | Dec. 31, 2015 | Dec. 31, 2013 | |
Derivative [Line Items] | ||||
Net cash receipt (payment) on derivatives | $ 0 | $ 0 | $ (61) | $ 0 |
Interest rate caps/swaps | ||||
Derivative [Line Items] | ||||
Adjustments to fair value | (210) | 2,110 | (8,897) | 2,798 |
Foreign currency forwards | ||||
Derivative [Line Items] | ||||
Adjustments to fair value | $ 0 | $ 0 | $ 227 | $ 0 |
Risk Management and Derivativ63
Risk Management and Derivative Activities - Risk Management (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2015Tenant | |
DekaBank Deutsche Girozentrale | |
Concentration Risk [Line Items] | |
Term of lease | 8 years 6 months |
Revenue | DekaBank Deutsche Girozentrale | Customer Concentration Risk | |
Concentration Risk [Line Items] | |
Number of customers that accounted for greater than specified benchmark | 1 |
Concentration risk, percentage (more than) | 10.00% |
Germany, France, the United Kingdom, and the Netherlands | Revenue | Geographic Concentration Risk | |
Concentration Risk [Line Items] | |
Concentration risk, percentage (more than) | 10.00% |
Commitments and Contingencies -
Commitments and Contingencies - Minimum Future Rental Payments (Details) $ in Thousands | Dec. 31, 2015USD ($)lease |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 642 |
2,017 | 642 |
2,018 | 642 |
2,019 | 642 |
2,020 | 642 |
Thereafter | 43,919 |
Total minimum lease payments | $ 47,129 |
Number of ground leases | lease | 3 |
Quarterly Financial Informati65
Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Sep. 30, 2014 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | Sep. 15, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | [1] | Sep. 15, 2014 | [1] | Dec. 31, 2015 | [1] | Dec. 31, 2013 | [1] | |
Quarterly Financial Information [Line Items] | ||||||||||||||||||
Rental and escalation income | $ 199 | $ 43,923 | $ 42,178 | $ 31,558 | $ 2,186 | $ 2,523 | $ 2,722 | $ 119,845 | ||||||||||
Total expenses | 4,783 | 67,794 | 69,350 | 117,418 | 3,440 | 30,549 | 35,332 | 258,002 | ||||||||||
Net income (loss) | (4,545) | (34,180) | (31,932) | (76,688) | (1,343) | (29,361) | $ (33,906) | $ (33,906) | $ (144,143) | |||||||||
Net income (loss) attributable to NorthStar Realty Europe Corp. common stockholders | $ (4,248) | $ (33,949) | $ (31,892) | $ (75,983) | $ (1,312) | $ (29,382) | ||||||||||||
Earnings (loss) per share: | ||||||||||||||||||
Basic (in dollars per share) | $ (0.07) | $ (0.55) | $ (0.51) | $ (1.21) | $ (0.02) | $ (0.47) | $ (0.53) | [2] | $ (2.30) | |||||||||
Diluted (in dollars per share) | $ (0.07) | $ (0.55) | $ (0.51) | $ (1.21) | $ (0.02) | $ (0.47) | $ (0.53) | [2] | $ (2.30) | |||||||||
Prior Owner | ||||||||||||||||||
Quarterly Financial Information [Line Items] | ||||||||||||||||||
Rental and escalation income | $ 1,981 | $ 2,828 | $ 2,353 | $ 7,162 | $ 9,869 | |||||||||||||
Total expenses | 3,386 | 5,439 | 4,744 | 13,569 | 12,163 | |||||||||||||
Net income (loss) | (344) | (1,440) | (1,223) | $ (3,007) | $ 1,633 | |||||||||||||
Net income (loss) attributable to NorthStar Realty Europe Corp. common stockholders | $ (344) | $ (1,440) | $ (1,223) | |||||||||||||||
Earnings (loss) per share: | ||||||||||||||||||
Basic (in dollars per share) | $ (0.01) | $ (0.02) | $ (0.02) | $ (0.05) | [2] | $ 0.03 | [2] | |||||||||||
Diluted (in dollars per share) | $ (0.01) | $ (0.02) | $ (0.02) | $ (0.05) | [2] | $ 0.03 | [2] | |||||||||||
[1] | The combined consolidated financial statements for the year ended December 31, 2015 and the period from September 16, 2014 to December 31, 2014 represent: (i) the Company’s results of operations of the European Real Estate Business as if the transferred business was the business for the periods in which common control was present (refer to Notes 1 and 2); and (ii) an allocation of costs related to the Company for the period September 16, 2014 to October 31, 2015. The period from January 1, 2014 to September 15, 2014 and for the year ended December 31, 2013 includes: (i) the Prior Owner Period results of operations, which represents the ownership period of a third party; and (ii) an allocation of costs related to the launch of the European real estate business. As a result, results of operations for the year ended December 31, 2015 may not be comparable to the Company’s results of operations reported for the prior periods presented. | |||||||||||||||||
[2] | Basic and diluted earnings per common share for the years ended December 31, 2014 and 2013 were calculated using the common stock distributed on November 1, 2015 in connection with the Spin-off (refer to Note 7). |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Sep. 30, 2014USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2014USD ($) | Sep. 15, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2014USD ($) | Sep. 15, 2014USD ($) | Dec. 31, 2015USD ($)segment | Dec. 31, 2013USD ($) | ||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Number of reporting segments | segment | 2 | ||||||||||||||||||
Rental and escalation income | $ 199 | $ 43,923 | $ 42,178 | $ 31,558 | $ 2,186 | $ 2,523 | $ 2,722 | [1] | $ 119,845 | [1] | |||||||||
Interest expense | [1] | 165 | 36,129 | ||||||||||||||||
Income (loss) before income tax benefit (expense) | [1] | (33,906) | (144,818) | ||||||||||||||||
Income tax benefit (expense) | [1] | 0 | 675 | ||||||||||||||||
Net income (loss) | $ (4,545) | (34,180) | $ (31,932) | $ (76,688) | $ (1,343) | (29,361) | $ (33,906) | (33,906) | [1] | (144,143) | [1] | ||||||||
Total Assets | 2,683,050 | 160,271 | 160,271 | 160,271 | 2,683,050 | ||||||||||||||
Transaction costs | [1] | 31,691 | 120,101 | ||||||||||||||||
Amortization of deferred financing costs | 18 | 5,936 | |||||||||||||||||
General and administrative expense | [1],[2] | 1,207 | 4,352 | ||||||||||||||||
Prior Owner | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Rental and escalation income | $ 1,981 | $ 2,828 | $ 2,353 | $ 7,162 | [1] | $ 9,869 | [1] | ||||||||||||
Interest expense | [1] | 3,486 | 4,666 | ||||||||||||||||
Income (loss) before income tax benefit (expense) | [1] | (3,007) | 1,633 | ||||||||||||||||
Income tax benefit (expense) | [1] | 0 | 0 | ||||||||||||||||
Net income (loss) | (344) | $ (1,440) | $ (1,223) | (3,007) | [1] | 1,633 | [1] | ||||||||||||
Total Assets | 0 | 0 | 90,951 | ||||||||||||||||
Transaction costs | [1] | 0 | 0 | ||||||||||||||||
Amortization of deferred financing costs | 0 | 0 | |||||||||||||||||
General and administrative expense | [1],[2] | 4,676 | 340 | ||||||||||||||||
Operating Segments | Real Estate | European | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Rental and escalation income | 2,722 | 119,845 | |||||||||||||||||
Interest expense | 165 | 25,365 | |||||||||||||||||
Income (loss) before income tax benefit (expense) | (32,699) | (106,141) | |||||||||||||||||
Income tax benefit (expense) | 0 | 675 | |||||||||||||||||
Net income (loss) | (32,699) | (105,466) | |||||||||||||||||
Total Assets | 2,544,992 | 160,271 | 160,271 | 160,271 | 2,544,992 | ||||||||||||||
Depreciation expense | 56,300 | ||||||||||||||||||
Amortization of deferred financing costs | 2,900 | ||||||||||||||||||
Operating Segments | Real Estate | European | Prior Owner | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Rental and escalation income | 7,162 | 9,869 | |||||||||||||||||
Interest expense | 3,486 | 4,666 | |||||||||||||||||
Income (loss) before income tax benefit (expense) | 1,434 | 1,293 | |||||||||||||||||
Income tax benefit (expense) | 0 | 0 | |||||||||||||||||
Net income (loss) | 1,434 | 1,293 | |||||||||||||||||
Total Assets | 0 | 0 | 90,951 | ||||||||||||||||
Operating Segments | Real Estate | European | New European Investments | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Transaction costs | 27,500 | 99,100 | |||||||||||||||||
Operating Segments | Real Estate | European | UK Complex | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Transaction costs | 4,300 | ||||||||||||||||||
Operating Segments | Real Estate | Germany | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Rental and escalation income | 34,400 | ||||||||||||||||||
Operating Segments | Real Estate | United Kingdom | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Rental and escalation income | 37,100 | ||||||||||||||||||
Operating Segments | Real Estate | United Kingdom | UK Complex | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Rental and escalation income | 2,700 | ||||||||||||||||||
Operating Segments | Real Estate | France | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Rental and escalation income | 16,100 | ||||||||||||||||||
Operating Segments | Real Estate | Netherlands | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Rental and escalation income | 15,100 | ||||||||||||||||||
Corporate | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Rental and escalation income | 0 | 0 | |||||||||||||||||
Interest expense | 0 | 10,764 | |||||||||||||||||
Income (loss) before income tax benefit (expense) | (1,207) | (38,677) | |||||||||||||||||
Income tax benefit (expense) | 0 | 0 | |||||||||||||||||
Net income (loss) | (1,207) | (38,677) | |||||||||||||||||
Total Assets | $ 138,058 | $ 0 | $ 0 | $ 0 | 138,058 | ||||||||||||||
Amortization of deferred financing costs | 3,000 | ||||||||||||||||||
Corporate | Prior Owner | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Rental and escalation income | 0 | 0 | |||||||||||||||||
Interest expense | 0 | 0 | |||||||||||||||||
Income (loss) before income tax benefit (expense) | (4,441) | 340 | |||||||||||||||||
Income tax benefit (expense) | 0 | 0 | |||||||||||||||||
Net income (loss) | (4,441) | 340 | |||||||||||||||||
Total Assets | $ 0 | $ 0 | $ 0 | ||||||||||||||||
Corporate | European | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
General and administrative expense | $ 400 | ||||||||||||||||||
[1] | The combined consolidated financial statements for the year ended December 31, 2015 and the period from September 16, 2014 to December 31, 2014 represent: (i) the Company’s results of operations of the European Real Estate Business as if the transferred business was the business for the periods in which common control was present (refer to Notes 1 and 2); and (ii) an allocation of costs related to the Company for the period September 16, 2014 to October 31, 2015. The period from January 1, 2014 to September 15, 2014 and for the year ended December 31, 2013 includes: (i) the Prior Owner Period results of operations, which represents the ownership period of a third party; and (ii) an allocation of costs related to the launch of the European real estate business. As a result, results of operations for the year ended December 31, 2015 may not be comparable to the Company’s results of operations reported for the prior periods presented. | ||||||||||||||||||
[2] | Includes $0.8 million of amortization of equity-based compensation (refer to Note 6). |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 15, 2016 | Nov. 23, 2015 | Feb. 29, 2016 |
Subsequent Event [Line Items] | |||
Common stock dividends declared (in dollars per share) | $ 0.15 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Common stock dividends declared (in dollars per share) | $ 0.15 | ||
Subsequent Event | Senior Notes | |||
Subsequent Event [Line Items] | |||
Amount repurchased through open market purchases | $ 150 |
Schedule III - Real Estate an68
Schedule III - Real Estate and Accumulated Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 1,302,625 | ||
Initial Cost of Land | 456,703 | ||
Initial Cost of Buildings & Improvements | 1,660,103 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 3,654 | ||
Gross Amount Carried at Close of Period, Land | 456,703 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 1,663,757 | ||
Gross Amount Carried at Close of Period, Total | 2,120,460 | $ 55,413 | $ 0 |
Accumulated Depreciation | 35,303 | 517 | $ 0 |
Operating real estate, net | 2,085,157 | $ 54,896 | |
Preferred equity certificates | 122,000 | ||
Federal income tax basis | 2,500,000 | ||
Frankfurt 1 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 357,996 | ||
Initial Cost of Land | 81,516 | ||
Initial Cost of Buildings & Improvements | 472,667 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 81,516 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 472,667 | ||
Gross Amount Carried at Close of Period, Total | 554,183 | ||
Accumulated Depreciation | 6,923 | ||
Operating real estate, net | $ 547,260 | ||
Life on Which Depreciation is Computed | 40 years | ||
Hamburg 1 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 31,894 | ||
Initial Cost of Land | 22,405 | ||
Initial Cost of Buildings & Improvements | 27,392 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 414 | ||
Gross Amount Carried at Close of Period, Land | 22,405 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 27,806 | ||
Gross Amount Carried at Close of Period, Total | 50,211 | ||
Accumulated Depreciation | 601 | ||
Operating real estate, net | $ 49,610 | ||
Life on Which Depreciation is Computed | 40 years | ||
Berlin 1 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 27,507 | ||
Initial Cost of Land | 7,671 | ||
Initial Cost of Buildings & Improvements | 34,327 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 7,671 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 34,327 | ||
Gross Amount Carried at Close of Period, Total | 41,998 | ||
Accumulated Depreciation | 684 | ||
Operating real estate, net | $ 41,314 | ||
Life on Which Depreciation is Computed | 40 years | ||
Hamburg 2 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 28,695 | ||
Initial Cost of Land | 24,844 | ||
Initial Cost of Buildings & Improvements | 9,676 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 24,844 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 9,676 | ||
Gross Amount Carried at Close of Period, Total | 34,520 | ||
Accumulated Depreciation | 301 | ||
Operating real estate, net | $ 34,219 | ||
Life on Which Depreciation is Computed | 40 years | ||
Köln 1 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 17,527 | ||
Initial Cost of Land | 11,321 | ||
Initial Cost of Buildings & Improvements | 18,233 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 11 | ||
Gross Amount Carried at Close of Period, Land | 11,321 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 18,244 | ||
Gross Amount Carried at Close of Period, Total | 29,565 | ||
Accumulated Depreciation | 408 | ||
Operating real estate, net | $ 29,157 | ||
Life on Which Depreciation is Computed | 40 years | ||
Berlin 2 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 10,875 | ||
Initial Cost of Land | 787 | ||
Initial Cost of Buildings & Improvements | 20,867 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 787 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 20,867 | ||
Gross Amount Carried at Close of Period, Total | 21,654 | ||
Accumulated Depreciation | 383 | ||
Operating real estate, net | $ 21,271 | ||
Life on Which Depreciation is Computed | 40 years | ||
Hamburg 3 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 13,488 | ||
Initial Cost of Land | 6,415 | ||
Initial Cost of Buildings & Improvements | 12,821 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 6,415 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 12,821 | ||
Gross Amount Carried at Close of Period, Total | 19,236 | ||
Accumulated Depreciation | 315 | ||
Operating real estate, net | $ 18,921 | ||
Life on Which Depreciation is Computed | 40 years | ||
Frankfurt 2 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 11,150 | ||
Initial Cost of Land | 4,101 | ||
Initial Cost of Buildings & Improvements | 14,491 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 38 | ||
Gross Amount Carried at Close of Period, Land | 4,101 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 14,529 | ||
Gross Amount Carried at Close of Period, Total | 18,630 | ||
Accumulated Depreciation | 321 | ||
Operating real estate, net | $ 18,309 | ||
Life on Which Depreciation is Computed | 40 years | ||
Berlin 3 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 7,549 | ||
Initial Cost of Land | 822 | ||
Initial Cost of Buildings & Improvements | 11,357 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 822 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 11,357 | ||
Gross Amount Carried at Close of Period, Total | 12,179 | ||
Accumulated Depreciation | 208 | ||
Operating real estate, net | $ 11,971 | ||
Life on Which Depreciation is Computed | 40 years | ||
Düsseldorf 1 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 5,488 | ||
Initial Cost of Land | 3,502 | ||
Initial Cost of Buildings & Improvements | 4,252 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 3,502 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 4,252 | ||
Gross Amount Carried at Close of Period, Total | 7,754 | ||
Accumulated Depreciation | 123 | ||
Operating real estate, net | $ 7,631 | ||
Life on Which Depreciation is Computed | 40 years | ||
Münster | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 4,689 | ||
Initial Cost of Land | 2,559 | ||
Initial Cost of Buildings & Improvements | 5,180 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 4 | ||
Gross Amount Carried at Close of Period, Land | 2,559 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 5,184 | ||
Gross Amount Carried at Close of Period, Total | 7,743 | ||
Accumulated Depreciation | 116 | ||
Operating real estate, net | $ 7,627 | ||
Life on Which Depreciation is Computed | 40 years | ||
Stuttgart | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 2,021 | ||
Initial Cost of Land | 2,677 | ||
Initial Cost of Buildings & Improvements | 2,960 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 2,677 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 2,960 | ||
Gross Amount Carried at Close of Period, Total | 5,637 | ||
Accumulated Depreciation | 78 | ||
Operating real estate, net | $ 5,559 | ||
Life on Which Depreciation is Computed | 40 years | ||
Düsseldorf 2 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 4,440 | ||
Initial Cost of Land | 3,024 | ||
Initial Cost of Buildings & Improvements | 2,344 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 37 | ||
Gross Amount Carried at Close of Period, Land | 3,024 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 2,381 | ||
Gross Amount Carried at Close of Period, Total | 5,405 | ||
Accumulated Depreciation | 65 | ||
Operating real estate, net | $ 5,340 | ||
Life on Which Depreciation is Computed | 40 years | ||
Bottrop | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 3,115 | ||
Initial Cost of Land | 1,275 | ||
Initial Cost of Buildings & Improvements | 3,967 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 2 | ||
Gross Amount Carried at Close of Period, Land | 1,275 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 3,969 | ||
Gross Amount Carried at Close of Period, Total | 5,244 | ||
Accumulated Depreciation | 121 | ||
Operating real estate, net | $ 5,123 | ||
Life on Which Depreciation is Computed | 40 years | ||
Köln 2 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 2,565 | ||
Initial Cost of Land | 1,643 | ||
Initial Cost of Buildings & Improvements | 2,951 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 22 | ||
Gross Amount Carried at Close of Period, Land | 1,643 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 2,973 | ||
Gross Amount Carried at Close of Period, Total | 4,616 | ||
Accumulated Depreciation | 71 | ||
Operating real estate, net | $ 4,545 | ||
Life on Which Depreciation is Computed | 40 years | ||
Holzwickede | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial Cost of Land | 743 | ||
Initial Cost of Buildings & Improvements | 3,251 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 743 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 3,251 | ||
Gross Amount Carried at Close of Period, Total | 3,994 | ||
Accumulated Depreciation | 121 | ||
Operating real estate, net | $ 3,873 | ||
Life on Which Depreciation is Computed | 40 years | ||
Werl | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 1,624 | ||
Initial Cost of Land | 906 | ||
Initial Cost of Buildings & Improvements | 2,502 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 906 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 2,502 | ||
Gross Amount Carried at Close of Period, Total | 3,408 | ||
Accumulated Depreciation | 72 | ||
Operating real estate, net | $ 3,336 | ||
Life on Which Depreciation is Computed | 40 years | ||
Bremen | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial Cost of Land | 317 | ||
Initial Cost of Buildings & Improvements | 1,269 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 317 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 1,269 | ||
Gross Amount Carried at Close of Period, Total | 1,586 | ||
Accumulated Depreciation | 48 | ||
Operating real estate, net | $ 1,538 | ||
Life on Which Depreciation is Computed | 40 years | ||
Germany | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 530,623 | ||
Initial Cost of Land | 176,528 | ||
Initial Cost of Buildings & Improvements | 650,507 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 528 | ||
Gross Amount Carried at Close of Period, Land | 176,528 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 651,035 | ||
Gross Amount Carried at Close of Period, Total | 827,563 | ||
Accumulated Depreciation | 10,959 | ||
Operating real estate, net | 816,604 | ||
Germany | Held-for-Sale | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Initial Cost of Land | 2,881 | ||
Initial Cost of Buildings & Improvements | 2,469 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 2,881 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 2,469 | ||
Gross Amount Carried at Close of Period, Total | 5,350 | ||
Accumulated Depreciation | 33 | ||
Operating real estate, net | 5,317 | ||
London 1 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 155,212 | ||
Initial Cost of Land | 0 | ||
Initial Cost of Buildings & Improvements | 206,693 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 0 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 206,693 | ||
Gross Amount Carried at Close of Period, Total | 206,693 | ||
Accumulated Depreciation | 4,203 | ||
Operating real estate, net | $ 202,490 | ||
Life on Which Depreciation is Computed | 40 years | ||
London 2 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 122,560 | ||
Initial Cost of Land | 18,393 | ||
Initial Cost of Buildings & Improvements | 138,849 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 18,393 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 138,849 | ||
Gross Amount Carried at Close of Period, Total | 157,242 | ||
Accumulated Depreciation | 3,427 | ||
Operating real estate, net | $ 153,815 | ||
Life on Which Depreciation is Computed | 40 years | ||
Woking | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 72,579 | ||
Initial Cost of Land | 0 | ||
Initial Cost of Buildings & Improvements | 52,339 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 1,998 | ||
Gross Amount Carried at Close of Period, Land | 0 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 54,337 | ||
Gross Amount Carried at Close of Period, Total | 54,337 | ||
Accumulated Depreciation | 2,263 | ||
Operating real estate, net | $ 52,074 | ||
Life on Which Depreciation is Computed | 40 years | ||
London 3 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 9,672 | ||
Initial Cost of Land | 7,577 | ||
Initial Cost of Buildings & Improvements | 7,287 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 7,577 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 7,287 | ||
Gross Amount Carried at Close of Period, Total | 14,864 | ||
Accumulated Depreciation | 149 | ||
Operating real estate, net | $ 14,715 | ||
Life on Which Depreciation is Computed | 40 years | ||
Glasgow | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 5,814 | ||
Initial Cost of Land | 2,714 | ||
Initial Cost of Buildings & Improvements | 7,727 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 2,714 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 7,727 | ||
Gross Amount Carried at Close of Period, Total | 10,441 | ||
Accumulated Depreciation | 165 | ||
Operating real estate, net | $ 10,276 | ||
Life on Which Depreciation is Computed | 40 years | ||
Oxford | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 7,354 | ||
Initial Cost of Land | 0 | ||
Initial Cost of Buildings & Improvements | 9,303 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 0 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 9,303 | ||
Gross Amount Carried at Close of Period, Total | 9,303 | ||
Accumulated Depreciation | 243 | ||
Operating real estate, net | $ 9,060 | ||
Life on Which Depreciation is Computed | 40 years | ||
Bristol | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 5,595 | ||
Initial Cost of Land | 516 | ||
Initial Cost of Buildings & Improvements | 7,621 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 516 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 7,621 | ||
Gross Amount Carried at Close of Period, Total | 8,137 | ||
Accumulated Depreciation | 199 | ||
Operating real estate, net | $ 7,938 | ||
Life on Which Depreciation is Computed | 40 years | ||
St. Albans | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 4,483 | ||
Initial Cost of Land | 2,285 | ||
Initial Cost of Buildings & Improvements | 5,300 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 2,285 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 5,300 | ||
Gross Amount Carried at Close of Period, Total | 7,585 | ||
Accumulated Depreciation | 153 | ||
Operating real estate, net | $ 7,432 | ||
Life on Which Depreciation is Computed | 40 years | ||
United Kingdom | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 383,269 | ||
Initial Cost of Land | 31,485 | ||
Initial Cost of Buildings & Improvements | 435,119 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 1,998 | ||
Gross Amount Carried at Close of Period, Land | 31,485 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 437,117 | ||
Gross Amount Carried at Close of Period, Total | 468,602 | ||
Accumulated Depreciation | 10,802 | ||
Operating real estate, net | 457,800 | ||
Paris 1 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 48,429 | ||
Initial Cost of Land | 91,225 | ||
Initial Cost of Buildings & Improvements | 50,364 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 91,225 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 50,364 | ||
Gross Amount Carried at Close of Period, Total | 141,589 | ||
Accumulated Depreciation | 1,344 | ||
Operating real estate, net | $ 140,245 | ||
Life on Which Depreciation is Computed | 40 years | ||
Paris 2 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 86,612 | ||
Initial Cost of Land | 31,415 | ||
Initial Cost of Buildings & Improvements | 40,817 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 31,415 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 40,817 | ||
Gross Amount Carried at Close of Period, Total | 72,232 | ||
Accumulated Depreciation | 1,049 | ||
Operating real estate, net | $ 71,183 | ||
Life on Which Depreciation is Computed | 40 years | ||
Paris 3 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 25,573 | ||
Initial Cost of Land | 32,325 | ||
Initial Cost of Buildings & Improvements | 12,370 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 288 | ||
Gross Amount Carried at Close of Period, Land | 32,325 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 12,658 | ||
Gross Amount Carried at Close of Period, Total | 44,983 | ||
Accumulated Depreciation | 247 | ||
Operating real estate, net | $ 44,736 | ||
Life on Which Depreciation is Computed | 40 years | ||
Marly | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 21,519 | ||
Initial Cost of Land | 4,615 | ||
Initial Cost of Buildings & Improvements | 40,085 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 4,615 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 40,085 | ||
Gross Amount Carried at Close of Period, Total | 44,700 | ||
Accumulated Depreciation | 755 | ||
Operating real estate, net | $ 43,945 | ||
Life on Which Depreciation is Computed | 40 years | ||
Paris 4 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 7,646 | ||
Initial Cost of Land | 5,734 | ||
Initial Cost of Buildings & Improvements | 13,955 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 576 | ||
Gross Amount Carried at Close of Period, Land | 5,734 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 14,531 | ||
Gross Amount Carried at Close of Period, Total | 20,265 | ||
Accumulated Depreciation | 256 | ||
Operating real estate, net | $ 20,009 | ||
Life on Which Depreciation is Computed | 40 years | ||
Paris 5 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 6,790 | ||
Initial Cost of Land | 9,600 | ||
Initial Cost of Buildings & Improvements | 3,963 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 9,600 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 3,963 | ||
Gross Amount Carried at Close of Period, Total | 13,563 | ||
Accumulated Depreciation | 95 | ||
Operating real estate, net | $ 13,468 | ||
Life on Which Depreciation is Computed | 40 years | ||
France | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 196,569 | ||
Initial Cost of Land | 174,914 | ||
Initial Cost of Buildings & Improvements | 161,554 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 864 | ||
Gross Amount Carried at Close of Period, Land | 174,914 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 162,418 | ||
Gross Amount Carried at Close of Period, Total | 337,332 | ||
Accumulated Depreciation | 3,746 | ||
Operating real estate, net | 333,586 | ||
Rotterdam | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 78,641 | ||
Initial Cost of Land | 10,416 | ||
Initial Cost of Buildings & Improvements | 135,157 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 10,416 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 135,157 | ||
Gross Amount Carried at Close of Period, Total | 145,573 | ||
Accumulated Depreciation | 2,960 | ||
Operating real estate, net | $ 142,613 | ||
Life on Which Depreciation is Computed | 40 years | ||
Amsterdam | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 33,457 | ||
Initial Cost of Land | 0 | ||
Initial Cost of Buildings & Improvements | 73,144 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 0 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 73,144 | ||
Gross Amount Carried at Close of Period, Total | 73,144 | ||
Accumulated Depreciation | 1,637 | ||
Operating real estate, net | $ 71,507 | ||
Life on Which Depreciation is Computed | 40 years | ||
Rijswijk | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 2,531 | ||
Initial Cost of Land | 765 | ||
Initial Cost of Buildings & Improvements | 3,725 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 40 | ||
Gross Amount Carried at Close of Period, Land | 765 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 3,765 | ||
Gross Amount Carried at Close of Period, Total | 4,530 | ||
Accumulated Depreciation | 109 | ||
Operating real estate, net | $ 4,421 | ||
Life on Which Depreciation is Computed | 40 years | ||
De Meern | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 2,054 | ||
Initial Cost of Land | 1,833 | ||
Initial Cost of Buildings & Improvements | 504 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 1,833 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 504 | ||
Gross Amount Carried at Close of Period, Total | 2,337 | ||
Accumulated Depreciation | 66 | ||
Operating real estate, net | $ 2,271 | ||
Life on Which Depreciation is Computed | 40 years | ||
Netherlands | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 116,683 | ||
Initial Cost of Land | 13,014 | ||
Initial Cost of Buildings & Improvements | 212,530 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 40 | ||
Gross Amount Carried at Close of Period, Land | 13,014 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 212,570 | ||
Gross Amount Carried at Close of Period, Total | 225,584 | ||
Accumulated Depreciation | 4,772 | ||
Operating real estate, net | 220,812 | ||
Milan 1 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 54,883 | ||
Initial Cost of Land | 35,682 | ||
Initial Cost of Buildings & Improvements | 87,926 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 35,682 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 87,926 | ||
Gross Amount Carried at Close of Period, Total | 123,608 | ||
Accumulated Depreciation | 2,491 | ||
Operating real estate, net | $ 121,117 | ||
Life on Which Depreciation is Computed | 40 years | ||
Milan 2 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial Cost of Land | 3,254 | ||
Initial Cost of Buildings & Improvements | 8,701 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 3,254 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 8,701 | ||
Gross Amount Carried at Close of Period, Total | 11,955 | ||
Accumulated Depreciation | 179 | ||
Operating real estate, net | $ 11,776 | ||
Life on Which Depreciation is Computed | 40 years | ||
Italy | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 54,883 | ||
Initial Cost of Land | 38,936 | ||
Initial Cost of Buildings & Improvements | 96,627 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 38,936 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 96,627 | ||
Gross Amount Carried at Close of Period, Total | 135,563 | ||
Accumulated Depreciation | 2,670 | ||
Operating real estate, net | 132,893 | ||
Brussels 1 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 4,094 | ||
Initial Cost of Land | 7,712 | ||
Initial Cost of Buildings & Improvements | 15,241 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 7,712 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 15,241 | ||
Gross Amount Carried at Close of Period, Total | 22,953 | ||
Accumulated Depreciation | 309 | ||
Operating real estate, net | $ 22,644 | ||
Life on Which Depreciation is Computed | 40 years | ||
Brussels 2 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial Cost of Land | 2,639 | ||
Initial Cost of Buildings & Improvements | 11,469 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 2 | ||
Gross Amount Carried at Close of Period, Land | 2,639 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 11,471 | ||
Gross Amount Carried at Close of Period, Total | 14,110 | ||
Accumulated Depreciation | 256 | ||
Operating real estate, net | $ 13,854 | ||
Life on Which Depreciation is Computed | 40 years | ||
Brussels 3 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial Cost of Land | 1,210 | ||
Initial Cost of Buildings & Improvements | 10,518 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 1,210 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 10,518 | ||
Gross Amount Carried at Close of Period, Total | 11,728 | ||
Accumulated Depreciation | 253 | ||
Operating real estate, net | $ 11,475 | ||
Life on Which Depreciation is Computed | 40 years | ||
Brussels 4 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial Cost of Land | 1,994 | ||
Initial Cost of Buildings & Improvements | 4,551 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 4 | ||
Gross Amount Carried at Close of Period, Land | 1,994 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 4,555 | ||
Gross Amount Carried at Close of Period, Total | 6,549 | ||
Accumulated Depreciation | 101 | ||
Operating real estate, net | $ 6,448 | ||
Life on Which Depreciation is Computed | 40 years | ||
Belgium | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 4,094 | ||
Initial Cost of Land | 13,555 | ||
Initial Cost of Buildings & Improvements | 41,779 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 6 | ||
Gross Amount Carried at Close of Period, Land | 13,555 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 41,785 | ||
Gross Amount Carried at Close of Period, Total | 55,340 | ||
Accumulated Depreciation | 919 | ||
Operating real estate, net | 54,421 | ||
Gothenburg | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 16,504 | ||
Initial Cost of Land | 1,528 | ||
Initial Cost of Buildings & Improvements | 37,575 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 193 | ||
Gross Amount Carried at Close of Period, Land | 1,528 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 37,768 | ||
Gross Amount Carried at Close of Period, Total | 39,296 | ||
Accumulated Depreciation | 895 | ||
Operating real estate, net | $ 38,401 | ||
Life on Which Depreciation is Computed | 40 years | ||
Albufeira | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial Cost of Land | 4,552 | ||
Initial Cost of Buildings & Improvements | 8,745 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 4,552 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 8,745 | ||
Gross Amount Carried at Close of Period, Total | 13,297 | ||
Accumulated Depreciation | 210 | ||
Operating real estate, net | $ 13,087 | ||
Life on Which Depreciation is Computed | 40 years | ||
Lisboa | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial Cost of Land | 610 | ||
Initial Cost of Buildings & Improvements | 10,924 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 610 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 10,924 | ||
Gross Amount Carried at Close of Period, Total | 11,534 | ||
Accumulated Depreciation | 225 | ||
Operating real estate, net | $ 11,309 | ||
Life on Which Depreciation is Computed | 40 years | ||
Portugal | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial Cost of Land | 5,162 | ||
Initial Cost of Buildings & Improvements | 19,669 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 5,162 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 19,669 | ||
Gross Amount Carried at Close of Period, Total | 24,831 | ||
Accumulated Depreciation | 435 | ||
Operating real estate, net | 24,396 | ||
Madrid | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Initial Cost of Land | 1,581 | ||
Initial Cost of Buildings & Improvements | 4,743 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 25 | ||
Gross Amount Carried at Close of Period, Land | 1,581 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 4,768 | ||
Gross Amount Carried at Close of Period, Total | 6,349 | ||
Accumulated Depreciation | 105 | ||
Operating real estate, net | $ 6,244 | ||
Life on Which Depreciation is Computed | 40 years | ||
Lübeck 1 | Held-for-Sale | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial Cost of Land | 1,518 | ||
Initial Cost of Buildings & Improvements | 1,909 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 1,518 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 1,909 | ||
Gross Amount Carried at Close of Period, Total | 3,427 | ||
Accumulated Depreciation | 5 | ||
Operating real estate, net | $ 3,422 | ||
Life on Which Depreciation is Computed | 40 years | ||
Lübeck 2 | Held-for-Sale | |||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial Cost of Land | 1,363 | ||
Initial Cost of Buildings & Improvements | 560 | ||
Capitalized Subsequent to Acquisition of Land, Buildings & Improvements | 0 | ||
Gross Amount Carried at Close of Period, Land | 1,363 | ||
Gross Amount Carried at Close of Period, Building & Improvements | 560 | ||
Gross Amount Carried at Close of Period, Total | 1,923 | ||
Accumulated Depreciation | 28 | ||
Operating real estate, net | $ 1,895 | ||
Life on Which Depreciation is Computed | 40 years |
Schedule III - Real Estate an69
Schedule III - Real Estate and Accumulated Depreciation - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
SEC Schedule III, Reconciliation of Carrying Amount of Real Estate Investments [Roll Forward] | ||
Beginning balance | $ 55,413 | $ 0 |
Property acquisitions | 2,080,038 | 57,433 |
Transfers to held for sale | (5,330) | 0 |
Improvements | 3,414 | 493 |
Retirements and disposals | (14,514) | 0 |
Foreign currency translation | 1,439 | (2,513) |
Ending balance | 2,120,460 | 55,413 |
SEC Schedule III, Reconciliation of Real Estate Accumulated Depreciation [Roll Forward] | ||
Beginning balance | 517 | 0 |
Depreciation expense | 35,842 | 530 |
Assets held for sale | (31) | 0 |
Retirements and disposals | (213) | 0 |
Foreign currency translation | (812) | (13) |
Ending balance | $ 35,303 | $ 517 |