SEGMENT REPORTING AND VARIABLE INTEREST ENTITIES |
4. SEGMENT REPORTING
AND VARIABLE INTEREST ENTITIES
Newcastle conducts its business through the following segments: (i) debt investments financed with collateralized debt obligations (“CDOs”), (ii) other debt investments (“Other Debt”), (iii) investment in golf courses and facilities (“Golf”) and (iv) 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.
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 11) and management fees pursuant to the Management Agreement (Note 13).
Summary financial data on Newcastle’s segments is given below, together with reconciliation to the same data for Newcastle as a whole:
|
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|
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|
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|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Debt Investments (A)
|
|
|
|
|
|
|
|
|
|
|
|
CDOs
|
|
Other Debt (B)
|
|
Golf
|
|
Corporate
|
|
Discontinued Operations
|
|
Eliminations
|
|
Total
|
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
$
|
84,938
|
|
|
$
|
50,093
|
|
|
$
|
147
|
|
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
(7,595
|
)
|
|
$
|
127,627
|
|
Interest expense
|
(22,142
|
)
|
|
(41,874
|
)
|
|
(19,783
|
)
|
|
(3,818
|
)
|
|
—
|
|
|
7,595
|
|
|
(80,022
|
)
|
Inter-segment elimination
|
(7,595
|
)
|
|
1,861
|
|
|
5,734
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net interest income (expense)
|
55,201
|
|
|
10,080
|
|
|
(13,902
|
)
|
|
(3,774
|
)
|
|
—
|
|
|
—
|
|
|
47,605
|
|
Impairment (reversal)
|
(3,303
|
)
|
|
884
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,419
|
)
|
Operating revenues
|
—
|
|
|
—
|
|
|
291,537
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
291,537
|
|
Other income
|
41,780
|
|
|
26,819
|
|
|
5,863
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74,462
|
|
Loan and security servicing expense
|
238
|
|
|
961
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,199
|
|
Operating expenses - golf (C)
|
—
|
|
|
—
|
|
|
244,234
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
244,234
|
|
Repairs and maintenance expenses - golf
|
—
|
|
|
—
|
|
|
9,870
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,870
|
|
Cost of sales - golf
|
—
|
|
|
—
|
|
|
30,271
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,271
|
|
General and administrative expense
|
14
|
|
|
2
|
|
|
1,435
|
|
|
7,722
|
|
|
—
|
|
|
—
|
|
|
9,173
|
|
Acquisition and transaction expenses (D)
|
—
|
|
|
2,919
|
|
|
1,941
|
|
|
619
|
|
|
—
|
|
|
—
|
|
|
5,479
|
|
Management fee to affiliate
|
—
|
|
|
—
|
|
|
—
|
|
|
21,039
|
|
|
—
|
|
|
—
|
|
|
21,039
|
|
Depreciation and amortization
|
—
|
|
|
—
|
|
|
26,880
|
|
|
87
|
|
|
—
|
|
|
—
|
|
|
26,967
|
|
Income tax expense
|
—
|
|
|
—
|
|
|
208
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
208
|
|
Income (loss) from continuing operations
|
100,032
|
|
|
32,133
|
|
|
(31,341
|
)
|
|
(33,241
|
)
|
|
—
|
|
|
—
|
|
|
67,583
|
|
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,189
|
)
|
|
—
|
|
|
(35,189
|
)
|
Net income (loss)
|
100,032
|
|
|
32,133
|
|
|
(31,341
|
)
|
|
(33,241
|
)
|
|
(35,189
|
)
|
|
—
|
|
|
32,394
|
|
Preferred dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,580
|
)
|
|
—
|
|
|
—
|
|
|
(5,580
|
)
|
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
329
|
|
|
—
|
|
|
523
|
|
|
—
|
|
|
852
|
|
Income (loss) applicable to common stockholders
|
$
|
100,032
|
|
|
$
|
32,133
|
|
|
$
|
(31,012
|
)
|
|
$
|
(38,821
|
)
|
|
$
|
(34,666
|
)
|
|
$
|
—
|
|
|
$
|
27,666
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments, net (E)
|
$
|
473,209
|
|
|
$
|
833,293
|
|
|
$
|
323,969
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,630,471
|
|
Cash and restricted cash
|
11,790
|
|
|
877
|
|
|
21,637
|
|
|
55,137
|
|
|
—
|
|
|
—
|
|
|
89,441
|
|
Other assets
|
1,927
|
|
|
2,190
|
|
|
31,366
|
|
|
91
|
|
|
—
|
|
|
—
|
|
|
35,574
|
|
Assets of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,803
|
|
|
—
|
|
|
6,803
|
|
Total assets
|
486,926
|
|
|
836,360
|
|
|
376,972
|
|
|
55,228
|
|
|
6,803
|
|
|
—
|
|
|
1,762,289
|
|
Debt, net (E)
|
310,636
|
|
|
791,499
|
|
|
161,857
|
|
|
51,231
|
|
|
—
|
|
|
—
|
|
|
1,315,223
|
|
Other liabilities
|
2,391
|
|
|
4,528
|
|
|
164,897
|
|
|
16,475
|
|
|
—
|
|
|
—
|
|
|
188,291
|
|
Liabilities of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
447
|
|
|
—
|
|
|
447
|
|
Total liabilities
|
313,027
|
|
|
796,027
|
|
|
326,754
|
|
|
67,706
|
|
|
447
|
|
|
—
|
|
|
1,503,961
|
|
Preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
61,583
|
|
|
—
|
|
|
—
|
|
|
61,583
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
Equity attributable to common stockholders
|
$
|
173,899
|
|
|
$
|
40,333
|
|
|
$
|
50,182
|
|
|
$
|
(74,061
|
)
|
|
$
|
6,356
|
|
|
$
|
—
|
|
|
$
|
196,709
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt Investments (A)
|
|
|
|
|
|
|
|
|
|
|
|
CDOs
|
|
Other Debt (B)
|
|
Golf
|
|
Corporate
|
|
Discontinued Operations
|
|
Eliminations
|
|
Total
|
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
$
|
119,292
|
|
|
$
|
98,968
|
|
|
$
|
—
|
|
|
$
|
198
|
|
|
$
|
—
|
|
|
$
|
(4,746
|
)
|
|
$
|
213,712
|
|
Interest expense
|
(24,996
|
)
|
|
(54,534
|
)
|
|
|
|
(3,817
|
)
|
|
|
|
4,746
|
|
|
(78,601
|
)
|
Inter-segment elimination
|
(4,746
|
)
|
|
4,746
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net interest income (expense)
|
89,550
|
|
|
49,180
|
|
|
—
|
|
|
(3,619
|
)
|
|
—
|
|
|
—
|
|
|
135,111
|
|
Impairment (reversal)
|
(9,338
|
)
|
|
(10,431
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,769
|
)
|
Other income, net
|
23,946
|
|
|
11,344
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,290
|
|
Loan and security servicing expense
|
741
|
|
|
3,113
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3,857
|
|
General and administrative expense
|
—
|
|
|
18
|
|
|
—
|
|
|
17,440
|
|
|
—
|
|
|
—
|
|
|
17,458
|
|
Management fee to affiliate
|
—
|
|
|
—
|
|
|
—
|
|
|
28,057
|
|
|
—
|
|
|
—
|
|
|
28,057
|
|
Depreciation and amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
Income (loss) from continuing operations
|
122,093
|
|
|
67,824
|
|
|
—
|
|
|
(49,123
|
)
|
|
—
|
|
|
—
|
|
|
140,794
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,547
|
|
|
—
|
|
|
11,547
|
|
Net income (loss)
|
122,093
|
|
|
67,824
|
|
|
—
|
|
|
(49,123
|
)
|
|
11,547
|
|
|
—
|
|
|
152,341
|
|
Preferred dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,580
|
)
|
|
—
|
|
|
—
|
|
|
(5,580
|
)
|
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(928
|
)
|
|
—
|
|
|
(928
|
)
|
Income (loss) applicable to common stockholders
|
$
|
122,093
|
|
|
$
|
67,824
|
|
|
$
|
—
|
|
|
$
|
(54,703
|
)
|
|
$
|
10,619
|
|
|
$
|
—
|
|
|
$
|
145,833
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments, net (E)
|
$
|
838,162
|
|
|
$
|
1,272,952
|
|
|
$
|
345,755
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,456,869
|
|
Cash and restricted cash
|
2,377
|
|
|
—
|
|
|
22,890
|
|
|
23,310
|
|
|
—
|
|
|
—
|
|
|
48,577
|
|
Other assets
|
47,130
|
|
|
3,395
|
|
|
32,654
|
|
|
987
|
|
|
|
|
—
|
|
|
84,166
|
|
Assets of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,248,023
|
|
|
—
|
|
|
2,248,023
|
|
Total assets
|
887,669
|
|
|
1,276,347
|
|
|
401,299
|
|
|
24,297
|
|
|
2,248,023
|
|
|
—
|
|
|
4,837,635
|
|
Debt, net (E)
|
645,938
|
|
|
1,091,430
|
|
|
152,498
|
|
|
51,237
|
|
|
—
|
|
|
—
|
|
|
1,941,103
|
|
Other liabilities
|
19,194
|
|
|
1,669
|
|
|
170,623
|
|
|
44,528
|
|
|
|
|
—
|
|
|
236,014
|
|
Liabilities of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,434,394
|
|
|
—
|
|
|
1,434,394
|
|
Total liabilities
|
665,132
|
|
|
1,093,099
|
|
|
323,121
|
|
|
95,765
|
|
|
1,434,394
|
|
|
—
|
|
|
3,611,511
|
|
Preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
61,583
|
|
|
—
|
|
|
—
|
|
|
61,583
|
|
Noncontrolling interest
|
—
|
|
|
—
|
|
|
366
|
|
|
—
|
|
|
60,913
|
|
|
—
|
|
|
61,279
|
|
Equity attributable to common stockholders
|
$
|
222,537
|
|
|
$
|
183,248
|
|
|
$
|
77,812
|
|
|
$
|
(133,051
|
)
|
|
$
|
752,716
|
|
|
$
|
—
|
|
|
$
|
1,103,262
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt Investments (A)
|
|
|
|
|
|
|
|
|
|
|
|
CDOs
|
|
Other Debt (B)
|
|
Golf
|
|
Corporate
|
|
Discontinued Operations
|
|
Eliminations (D)
|
|
Total
|
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
$
|
197,007
|
|
|
$
|
91,818
|
|
|
$
|
—
|
|
|
$
|
170
|
|
|
$
|
—
|
|
|
$
|
(6,044
|
)
|
|
$
|
282,951
|
|
Interest expense
|
(56,767
|
)
|
|
(53,700
|
)
|
|
—
|
|
|
(3,813
|
)
|
|
—
|
|
|
6,044
|
|
|
(108,236
|
)
|
Inter-segment elimination
|
(6,044
|
)
|
|
6,044
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net interest income (expense)
|
134,196
|
|
|
44,162
|
|
|
—
|
|
|
(3,643
|
)
|
|
—
|
|
|
—
|
|
|
174,715
|
|
Impairment (reversal)
|
(7,381
|
)
|
|
1,717
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,664
|
)
|
Other income, net
|
260,025
|
|
|
2,351
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
262,376
|
|
Loan and security servicing expense
|
916
|
|
|
3,344
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,260
|
|
General and administrative expense
|
—
|
|
|
4
|
|
|
—
|
|
|
11,235
|
|
|
—
|
|
|
—
|
|
|
11,239
|
|
Management fee to affiliate
|
—
|
|
|
—
|
|
|
—
|
|
|
23,611
|
|
|
—
|
|
|
—
|
|
|
23,611
|
|
Depreciation and amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income (loss) from continuing operations
|
400,686
|
|
|
41,448
|
|
|
—
|
|
|
(38,489
|
)
|
|
|
|
—
|
|
|
403,645
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,465
|
|
|
—
|
|
|
30,465
|
|
Net income (loss)
|
400,686
|
|
|
41,448
|
|
|
—
|
|
|
(38,489
|
)
|
|
30,465
|
|
|
—
|
|
|
434,110
|
|
Preferred dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,580
|
)
|
|
—
|
|
|
—
|
|
|
(5,580
|
)
|
Income (loss) applicable to common stockholders
|
$
|
400,686
|
|
|
$
|
41,448
|
|
|
$
|
—
|
|
|
$
|
(44,069
|
)
|
|
$
|
30,465
|
|
|
$
|
—
|
|
|
$
|
428,530
|
|
|
|
(A)
|
Assets held within non-recourse structures, including all of the assets in the CDO segment, 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 Newcastle’s 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, 2014
|
|
December 31, 2013
|
|
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
|
|
|
$
|
53,753
|
|
|
$
|
50,424
|
|
Manufactured housing loan portfolio II
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
128,975
|
|
|
128,117
|
|
|
93,863
|
|
|
93,536
|
|
Subprime mortgage loans subject to call options
|
406,217
|
|
|
406,217
|
|
|
406,217
|
|
|
406,217
|
|
|
406,217
|
|
|
406,217
|
|
|
406,217
|
|
|
406,217
|
|
Real estate securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56,466
|
|
|
50,961
|
|
|
—
|
|
|
—
|
|
Subtotal
|
406,217
|
|
|
406,217
|
|
|
406,217
|
|
|
406,217
|
|
|
694,339
|
|
|
677,219
|
|
|
553,833
|
|
|
550,177
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unlevered real estate securities
|
167,457
|
|
|
12,265
|
|
|
—
|
|
|
—
|
|
|
129,563
|
|
|
4,296
|
|
|
—
|
|
|
—
|
|
Levered real estate securities
|
390,771
|
|
|
407,689
|
|
|
385,282
|
|
|
385,282
|
|
|
514,994
|
|
|
551,270
|
|
|
516,134
|
|
|
516,134
|
|
Other Investments
|
N/A
|
|
|
6,479
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
6,160
|
|
|
—
|
|
|
—
|
|
Residential mortgage loans
|
934
|
|
|
643
|
|
|
—
|
|
|
—
|
|
|
45,323
|
|
|
34,007
|
|
|
25,119
|
|
|
25,119
|
|
|
$
|
965,379
|
|
|
$
|
833,293
|
|
|
$
|
791,499
|
|
|
$
|
791,499
|
|
|
$
|
1,384,219
|
|
|
$
|
1,272,952
|
|
|
$
|
1,095,086
|
|
|
$
|
1,091,430
|
|
|
|
(C)
|
Operating expenses-golf includes rental expenses recorded under operating leases for carts and equipment in the amount of $5.0 million for the year ended December 31, 2014.
|
|
|
(D)
|
Includes all transaction related and spin-off related expenses.
|
|
|
(E)
|
Net of $35.1 million and $87.7 million of inter-segment eliminations as of December 31, 2014 and 2013, respectively.
|
Variable Interest Entities
The VIEs in which Newcastle has a significant interest include (i) Newcastle’s CDOs, in which Newcastle has been determined to be the primary beneficiary and therefore consolidates them (with the exception of CDO V), 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. Newcastle’s CDOs are held in special purpose entities whose debt is treated as non-recourse secured borrowings of Newcastle.
Newcastle’s subprime securitizations 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 does not consolidate them.
In addition, Newcastle’s 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, 2014, 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 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 Newcastle’s 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, 2014, 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, 2014, in addition to the subprime securitizations which are described in Note 6:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Entity
|
|
Gross Assets (A)
|
|
Debt (B)
|
|
Carrying Value of Newcastle’s Investment (C)
|
Newcastle CDO V
|
|
$
|
121,497
|
|
|
$
|
149,402
|
|
|
$
|
7,956
|
|
|
|
(B)
|
Newcastle CDO V includes $41.8 million face amount of debt owned by Newcastle with a carrying value of $8.0 million at December 31, 2014.
|
|
|
(C)
|
This amount represents Newcastle’s maximum exposure to loss from this entity.
|
|