SEGMENT REPORTING AND VARIABLE INTEREST ENTITIES |
5. |
SEGMENT REPORTING AND VARIABLE INTEREST ENTITIES |
Newcastle conducts its business through
the following segments: (i) investments in senior housing properties (senior housing), (ii) debt investments financed
with collateralized debt obligations (CDOs), (iii) other debt investments (other debt), (iv) investments
in media (media), (v) investment in golf courses and facilities (golf) and (vi) corporate. With respect
to the CDOs and other debt segments, Newcastle is generally entitled to receive net cash flows from these structures on a periodic
basis.
In the fourth quarter of 2013, Newcastle changed the composition of its reportable segments. Newcastle established media
and golf segments in connection with the restructurings of certain debt investments (see Note 3). These restructurings, accompanied
by reductions in Newcastles investments in debt resulting from realizations, caused a change in the way Newcastles
chief operating decision maker (CODM) viewed Newcastles business and the way in which such business is reported
to management. Newcastles CODM and management now review operating results based on business lines, as opposed to financing
types, and Newcastles segment reporting has been updated accordingly. Segment information for previously reported periods
has been restated to reflect this change to the composition of segments.
The corporate segment consists primarily of interest income
on short term investments, general and administrative expenses, interest expense on the junior subordinated notes payable (Note
14) and management fees pursuant to the Management Agreement (Note 17).
Summary financial data on Newcastles segments is given below, together with reconciliation to the same data for Newcastle as a whole: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MSRs and |
|
|
|
|
|
|
|
Senior |
|
Debt Investments (A) |
|
|
|
|
|
|
|
Consumer |
|
Inter-segment |
|
|
|
|
|
Housing (A) |
|
CDOs |
|
Other Debt (B) |
|
Media (C) |
|
Golf |
|
Corporate |
|
Loans |
|
Elimination (D) |
|
Total |
|
Year Ended December 31, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
$ |
3 |
|
$ |
119,292 |
|
$ |
98,968 |
|
$ |
|
|
$ |
|
|
$ |
198 |
|
$ |
|
|
$ |
(4,746 |
) |
$ |
213,715 |
|
Interest expense |
|
|
10,781 |
|
|
24,996 |
|
|
54,534 |
|
|
1,591 |
|
|
|
|
|
3,817 |
|
|
|
|
|
(4,746 |
) |
|
90,973 |
|
Net interest income (expense) |
|
|
(10,778 |
) |
|
94,296 |
|
|
44,434 |
|
|
(1,591 |
) |
|
|
|
|
(3,619 |
) |
|
|
|
|
|
|
|
122,742 |
|
Impairment (reversal) |
|
|
|
|
|
(9,338 |
) |
|
(10,431 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(19,769 |
) |
Other revenues |
|
|
85,267 |
|
|
|
|
|
2,056 |
|
|
61,637 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
148,960 |
|
Other income (loss) |
|
|
11 |
|
|
23,946 |
|
|
11,344 |
|
|
1,843 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,144 |
|
Property operating expenses |
|
|
52,713 |
|
|
|
|
|
1,005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53,718 |
|
Depreciation and amortization |
|
|
26,905 |
|
|
|
|
|
219 |
|
|
3,845 |
|
|
|
|
|
4 |
|
|
|
|
|
|
|
|
30,973 |
|
Other operating expenses |
|
|
20,982 |
|
|
741 |
|
|
3,144 |
|
|
50,671 |
|
|
|
|
|
47,277 |
|
|
|
|
|
|
|
|
122,815 |
|
Income tax expense |
|
|
1,038 |
|
|
|
|
|
|
|
|
1,062 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,100 |
|
Income (loss) from continuing operations |
|
|
(27,138 |
) |
|
126,839 |
|
|
63,897 |
|
|
6,311 |
|
|
|
|
|
(50,900 |
) |
|
|
|
|
|
|
|
119,009 |
|
Income (loss) from discontinued operations |
|
|
|
|
|
|
|
|
(46 |
) |
|
|
|
|
|
|
|
|
|
|
33,378 |
|
|
|
|
|
33,332 |
|
Net income (loss) |
|
|
(27,138 |
) |
|
126,839 |
|
|
63,851 |
|
|
6,311 |
|
|
|
|
|
(50,900 |
) |
|
33,378 |
|
|
|
|
|
152,341 |
|
Preferred dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,580 |
) |
|
|
|
|
|
|
|
(5,580 |
) |
Net income attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
|
(928 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(928 |
) |
Income (loss) applicable to common stockholders |
|
$ |
(27,138 |
) |
$ |
126,839 |
|
$ |
63,851 |
|
$ |
5,383 |
|
$ |
|
|
$ |
(56,480 |
) |
$ |
33,378 |
|
$ |
|
|
$ |
145,833 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments |
|
$ |
1,463,758 |
|
$ |
925,690 |
|
$ |
1,279,549 |
|
$ |
542,275 |
|
$ |
358,439 |
|
$ |
|
|
$ |
|
|
$ |
(87,529 |
) |
$ |
4,482,182 |
|
Cash and restricted cash |
|
|
31,263 |
|
|
2,377 |
|
|
|
|
|
38,288 |
|
|
22,890 |
|
|
23,492 |
|
|
|
|
|
|
|
|
118,310 |
|
Other assets |
|
|
55,430 |
|
|
47,285 |
|
|
3,442 |
|
|
110,183 |
|
|
34,898 |
|
|
987 |
|
|
|
|
|
(154 |
) |
|
252,071 |
|
Total assets |
|
|
1,550,451 |
|
|
975,352 |
|
|
1,282,991 |
|
|
690,746 |
|
|
416,227 |
|
|
24,479 |
|
|
|
|
|
(87,683 |
) |
|
4,852,563 |
|
Debt |
|
|
(1,076,828 |
) |
|
(645,938 |
) |
|
(1,149,547 |
) |
|
(182,016 |
) |
|
(181,910 |
) |
|
(51,237 |
) |
|
|
|
|
87,529 |
|
|
(3,199,947 |
) |
Other liabilities |
|
|
(61,886 |
) |
|
(19,194 |
) |
|
(2,235 |
) |
|
(113,251 |
) |
|
(185,552 |
) |
|
(44,528 |
) |
|
|
|
|
154 |
|
|
(426,492 |
) |
Total liabilities |
|
|
(1,138,714 |
) |
|
(665,132 |
) |
|
(1,151,782 |
) |
|
(295,267 |
) |
|
(367,462 |
) |
|
(95,765 |
) |
|
|
|
|
87,683 |
|
|
(3,626,439 |
) |
Preferred stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(61,583 |
) |
|
|
|
|
|
|
|
(61,583 |
) |
Noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
|
(60,913 |
) |
|
(366 |
) |
|
|
|
|
|
|
|
|
|
|
(61,279 |
) |
GAAP book value |
|
$ |
411,737 |
|
$ |
310,220 |
|
$ |
131,209 |
|
$ |
334,566 |
|
$ |
48,399 |
|
$ |
(132,869 |
) |
$ |
|
|
$ |
|
|
$ |
1,103,262 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MSRs and |
|
|
|
|
|
|
|
Senior |
|
Debt Investments (A) |
|
|
|
|
|
|
|
Consumer |
|
Inter-segment |
|
|
|
|
|
Housing (A) |
|
CDOs |
|
Other Debt (B) |
|
Media (C) |
|
Golf |
|
Corporate |
|
Loans |
|
Elimination (D) |
|
Total |
|
Year Ended December 31, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
$ |
|
|
$ |
197,007 |
|
$ |
91,818 |
|
$ |
|
|
$ |
|
|
$ |
170 |
|
$ |
|
|
$ |
(6,044 |
) |
$ |
282,951 |
|
Interest expense |
|
|
1,688 |
|
|
56,767 |
|
|
53,700 |
|
|
|
|
|
|
|
|
3,813 |
|
|
|
|
|
(6,044 |
) |
|
109,924 |
|
Net interest income (expense) |
|
|
(1,688 |
) |
|
140,240 |
|
|
38,118 |
|
|
|
|
|
|
|
|
(3,643 |
) |
|
|
|
|
|
|
|
173,027 |
|
Impairment (reversal) |
|
|
|
|
|
(7,381 |
) |
|
1,717 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,664 |
) |
Other revenues |
|
|
18,026 |
|
|
|
|
|
2,049 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,075 |
|
Other income (loss) |
|
|
(82 |
) |
|
260,025 |
|
|
2,351 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
262,294 |
|
Property operating expenses |
|
|
11,539 |
|
|
|
|
|
1,404 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,943 |
|
Depreciation and amortization |
|
|
5,784 |
|
|
|
|
|
1,191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,975 |
|
Other operating expenses |
|
|
6,846 |
|
|
916 |
|
|
3,359 |
|
|
|
|
|
|
|
|
35,079 |
|
|
|
|
|
|
|
|
46,200 |
|
Income (loss) from continuing operations |
|
|
(7,913 |
) |
|
406,730 |
|
|
34,847 |
|
|
|
|
|
|
|
|
(38,722 |
) |
|
|
|
|
|
|
|
394,942 |
|
Income (loss) from discontinued operations |
|
|
|
|
|
|
|
|
(68 |
) |
|
|
|
|
|
|
|
|
|
|
39,236 |
|
|
|
|
|
39,168 |
|
Net income (loss) |
|
|
(7,913 |
) |
|
406,730 |
|
|
34,779 |
|
|
|
|
|
|
|
|
(38,722 |
) |
|
39,236 |
|
|
|
|
|
434,110 |
|
Preferred dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,580 |
) |
|
|
|
|
|
|
|
(5,580 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) applicable to common stockholders |
|
$ |
(7,913 |
) |
$ |
406,730 |
|
$ |
34,779 |
|
$ |
|
|
$ |
|
|
$ |
(44,302 |
) |
$ |
39,236 |
|
$ |
|
|
$ |
428,530 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments |
|
$ |
181,887 |
|
$ |
1,417,729 |
|
$ |
1,911,639 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
(62,336 |
) |
$ |
3,448,919 |
|
Cash and restricted cash |
|
|
9,720 |
|
|
2,064 |
|
|
|
|
|
|
|
|
|
|
|
222,178 |
|
|
|
|
|
|
|
|
233,962 |
|
Other assets |
|
|
5,111 |
|
|
7,429 |
|
|
4,777 |
|
|
|
|
|
|
|
|
202 |
|
|
|
|
|
(157 |
) |
|
17,362 |
|
Assets of discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
245,069 |
|
|
|
|
|
245,069 |
|
Total assets |
|
|
196,718 |
|
|
1,427,222 |
|
|
1,916,416 |
|
|
|
|
|
|
|
|
222,380 |
|
|
245,069 |
|
|
(62,493 |
) |
|
3,945,312 |
|
Debt |
|
|
(120,525 |
) |
|
(1,097,013 |
) |
|
(1,575,316 |
) |
|
|
|
|
|
|
|
(51,243 |
) |
|
|
|
|
62,336 |
|
|
(2,781,761 |
) |
Other liabilities |
|
|
(5,084 |
) |
|
(37,259 |
) |
|
(2,856 |
) |
|
|
|
|
|
|
|
(44,969 |
) |
|
|
|
|
157 |
|
|
(90,011 |
) |
Liabilities of discontinued operations |
|
|
|
|
|
|
|
|
(74 |
) |
|
|
|
|
|
|
|
|
|
|
(406 |
) |
|
|
|
|
(480 |
) |
Total liabilities |
|
|
(125,609 |
) |
|
(1,134,272 |
) |
|
(1,578,246 |
) |
|
|
|
|
|
|
|
(96,212 |
) |
|
(406 |
) |
|
62,493 |
|
|
(2,872,252 |
) |
Preferred stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(61,583 |
) |
|
|
|
|
|
|
|
(61,583 |
) |
GAAP book value |
|
$ |
71,109 |
|
$ |
292,950 |
|
$ |
338,170 |
|
$ |
|
|
$ |
|
|
$ |
64,585 |
|
$ |
244,663 |
|
$ |
|
|
$ |
1,011,477 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MSRs and |
|
|
|
|
|
|
|
Senior |
|
Debt Investments (A) |
|
|
|
|
|
|
|
Consumer |
|
Inter-segment |
|
|
|
|
|
Housing (A) |
|
CDOs |
|
Other Debt (B) |
|
Media (C) |
|
Golf |
|
Corporate |
|
Loans |
|
Elimination (D) |
|
Total |
|
Year Ended December 31, 2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
$ |
|
|
$ |
218,475 |
|
$ |
78,234 |
|
$ |
|
|
$ |
|
|
$ |
167 |
|
$ |
|
|
$ |
(5,840 |
) |
$ |
291,036 |
|
Interest expense |
|
|
|
|
|
86,110 |
|
|
53,950 |
|
|
|
|
|
|
|
|
3,815 |
|
|
|
|
|
(5,840 |
) |
|
138,035 |
|
Net interest income (expense) |
|
|
|
|
|
132,365 |
|
|
24,284 |
|
|
|
|
|
|
|
|
(3,648 |
) |
|
|
|
|
|
|
|
153,001 |
|
Impairment (reversal) |
|
|
|
|
|
(3,876 |
) |
|
4,986 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,110 |
|
Other revenues |
|
|
|
|
|
|
|
|
1,899 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,899 |
|
Other income (loss) |
|
|
|
|
|
175,702 |
|
|
4,793 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
180,495 |
|
Property operating expenses |
|
|
|
|
|
|
|
|
1,110 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,110 |
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12 |
|
Other operating expenses |
|
|
|
|
|
1,058 |
|
|
3,622 |
|
|
|
|
|
|
|
|
24,525 |
|
|
|
|
|
|
|
|
29,205 |
|
Income (loss) from continuing operations |
|
|
|
|
|
310,885 |
|
|
21,246 |
|
|
|
|
|
|
|
|
(28,173 |
) |
|
|
|
|
|
|
|
303,958 |
|
Income (loss) from discontinued operations |
|
|
|
|
|
|
|
|
(11 |
) |
|
|
|
|
|
|
|
|
|
|
572 |
|
|
|
|
|
561 |
|
Net income (loss) |
|
|
|
|
|
310,885 |
|
|
21,235 |
|
|
|
|
|
|
|
|
(28,173 |
) |
|
572 |
|
|
|
|
|
304,519 |
|
Preferred dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,580 |
) |
|
|
|
|
|
|
|
(5,580 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) applicable to common stockholders |
|
$ |
|
|
$ |
310,885 |
|
$ |
21,235 |
|
$ |
|
|
$ |
|
|
$ |
(33,753 |
) |
$ |
572 |
|
$ |
|
|
$ |
298,939 |
|
|
|
|
|
(A) |
Assets held within non-recourse structures, including all of the assets in
the senior housing and CDO segments, are not available to satisfy obligations outside of such financings, except to the
extent net cash flow distributions are received from such structures. Furthermore, creditors or beneficial interest holders
of these structures generally have no recourse to the general credit of Newcastle. Therefore, the exposure to the economic
losses from such structures generally is limited to invested equity in them and economically their book value cannot be less
than zero. Therefore, impairment recorded in excess of Newcastles investment, which results in negative GAAP book
value for a given non-recourse financing structure, cannot economically be incurred and will eventually be reversed
through amortization, sales at gains, or as gains at the deconsolidation or termination of such non-recourse financing
structure. |
|
(B) |
The following table summarizes the investments and debt in the other debt segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013 |
|
December 31, 2012 |
|
|
|
Investments |
|
Debt |
|
Investments |
|
Debt |
|
Non-Recourse |
|
Outstanding
Face Amount
|
|
Carrying
Value
|
|
Outstanding
Face Amount*
|
|
Carrying
Value*
|
|
Outstanding
Face Amount
|
|
Carrying
Value
|
|
Outstanding
Face Amount*
|
|
Carrying
Value*
|
|
Manufactured housing loan portfolio I |
|
$ |
102,681 |
|
$ |
91,924 |
|
$ |
74,248 |
|
$ |
66,446 |
|
$ |
118,746 |
|
$ |
100,124 |
|
$ |
90,551 |
|
$ |
81,963 |
|
Manufactured housing loan portfolio II |
|
|
128,975 |
|
|
128,117 |
|
|
93,863 |
|
|
93,536 |
|
|
153,193 |
|
|
150,123 |
|
|
117,907 |
|
|
117,191 |
|
Subprime mortgage loans subject to call options |
|
|
406,217 |
|
|
406,217 |
|
|
406,217 |
|
|
406,217 |
|
|
406,217 |
|
|
405,814 |
|
|
406,217 |
|
|
405,814 |
|
Real estate securities |
|
|
56,466 |
|
|
50,961 |
|
|
39,665 |
|
|
36,095 |
|
|
63,505 |
|
|
53,979 |
|
|
44,585 |
|
|
40,572 |
|
Operating real estate |
|
|
N/A |
|
|
6,597 |
|
|
6,000 |
|
|
6,000 |
|
|
N/A |
|
|
6,672 |
|
|
6,000 |
|
|
6,000 |
|
Subtotal |
|
|
694,339 |
|
|
683,816 |
|
|
619,993 |
|
|
608,294 |
|
|
741,661 |
|
|
716,712 |
|
|
665,260 |
|
|
651,540 |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,298 |
|
|
29,831 |
|
|
|
|
|
|
|
Unlevered real estate securities |
|
|
129,563 |
|
|
4,296 |
|
|
|
|
|
|
|
|
229,299 |
|
|
68,863 |
|
|
|
|
|
|
|
Levered real estate securities |
|
|
514,994 |
|
|
551,270 |
|
|
516,134 |
|
|
516,134 |
|
|
1,112,796 |
|
|
1,049,029 |
|
|
923,776 |
|
|
923,776 |
|
Other Investments |
|
|
N/A |
|
|
6,160 |
|
|
|
|
|
|
|
|
N/A |
|
|
6,024 |
|
|
|
|
|
|
|
Residential mortgage loans |
|
|
45,323 |
|
|
34,007 |
|
|
25,119 |
|
|
25,119 |
|
|
55,997 |
|
|
41,180 |
|
|
|
|
|
|
|
|
|
$ |
1,384,219 |
|
$ |
1,279,549 |
|
$ |
1,161,246 |
|
$ |
1,149,547 |
|
$ |
2,220,051 |
|
$ |
1,911,639 |
|
$ |
1,589,036 |
|
$ |
1,575,316 |
|
|
|
|
* |
As of December 31, 2013 and December 31, 2012, aggregate face amounts of $133.9 million and $71.1 million (carrying values of
$87.5 million and $62.5 million), respectively, of debt represents intersegment financing, which is eliminated upon consolidation. |
|
|
|
(C) |
In February 2014, the media segment was spun off from Newcastle and will not be reported as a segment in future filings. |
|
|
|
(D) |
Represents the elimination of investments and financings and their related income and expenses between the CDO segment, the other
debt segment and the golf segment as the corresponding inter-segment investments and financings are presented on a gross basis
within each of these segments.
|
Variable Interest Entities (VIEs)
The VIEs in which Newcastle has a significant
interest include (i) Newcastles CDOs, in which Newcastle has been determined to be the primary beneficiary and therefore
consolidates them (with the exception of CDO V and CDO VIII repack), since it has the power to direct the activities that most
significantly impact the CDOs economic performance and would absorb a significant portion of their expected losses and receive
a significant portion of their expected residual returns, and (ii) the manufactured housing loan financing structures, which are
similar to the CDOs in analysis. Newcastles CDOs and manufactured housing loan financings are held in special purpose entities
whose debt is treated as non-recourse secured borrowings of Newcastle.
Newcastles subprime securitizations
and the CDO VIII Repack are also considered VIEs, but Newcastle does not control the decisions that most significantly impact their
economic performance and no longer receive a significant portion of their returns, and therefore do not consolidate them.
In addition, Newcastles investments
in RMBS, CMBS, CDO securities and real estate related and other loans may be deemed to be variable interests in VIEs, depending
on their structure. Newcastle monitors these investments and analyzes the potential need to consolidate the related securitization
entities pursuant to the VIE consolidation requirements. These analyses require considerable judgment in determining whether an
entity is a VIE and determining the primary beneficiary of a VIE since they involve subjective determinations of significance,
with respect to both power and economics. The result could be the consolidation of an entity that otherwise would not have been
consolidated or the de-consolidation of an entity that otherwise would have been consolidated.
As of December 31, 2013, Newcastle has
not consolidated these potential VIEs. This determination is based, in part, on the assessment that Newcastle does not have the
power to direct the activities that most significantly impact the economic performance of these entities, such as if Newcastle
owned a majority of the currently controlling class. In addition, Newcastle is not obligated to provide, and has not provided,
any financial support to these entities.
On June 17, 2011, Newcastle deconsolidated
a non-recourse financing structure, CDO V. Newcastle determined that it does not currently have the power to direct the relevant
activities of CDO V as an event of default had occurred and Newcastle may be removed as the collateral manager by a single party.
The deconsolidation has reduced Newcastles gross assets by $301.6 million, reduced liabilities by $357.0 million, resulted
in a gain on deconsolidation of $45.1 million and decreased accumulated other comprehensive loss by $10.3 million. The deconsolidation
also reduced revenues and expenses from June 17, 2011 onwards, but its impact was not material to net income applicable to common
stockholders.
On September 12, 2012, Newcastle deconsolidated
CDO X subsequent to the completion of the sale of 100% of its interests in CDO X to the sole owner of the senior notes and another
third party. The sale and resulting deconsolidation has reduced Newcastles gross assets by $1.1 billion, reduced liabilities
by $1.2 billion, decreased other comprehensive income by $25.5 million and resulted in a gain on sale of $224.3 million. As of
December 31, 2013, Newcastle had no continuing involvement with CDO X as it had been liquidated.
Newcastle had variable interests in the
following unconsolidated VIEs at December 31, 2013, in addition to the subprime securitizations which are described in Note 7:
|
|
|
|
|
|
|
|
|
|
|
Entity |
|
Gross Assets (A) |
|
Debt (B) |
|
Carrying Value of Newcastles
Investment (C) |
|
Newcastle CDO V |
|
$ |
200,616 |
|
$ |
226,615 |
|
$ |
2,002 |
|
|
|
|
|
|
|
|
|
|
|
|
CDO VIII Repack (D)
|
|
$ |
146,645 |
|
$ |
146,645 |
|
$ |
104,308 |
|
|
|
|
|
(A) |
Face amount. |
|
(B) |
Newcastle CDO V includes $39.8 million face amount of debt owned by Newcastle with a carrying value of $2.0 million at December 31, 2013. CDO VIII Repack includes $116.8 million face amount of debt owned by Newcastle with a carrying value of $104.3 million at December 31, 2013. |
|
(C) |
This amount represents Newcastles maximum exposure to loss from this entity. |
|
(D) |
See Notes 13 and 14 for information about the securitization that is collateralized by certain Newcastle CDO VIII Class I Notes. |
|