REAL ESTATE RELATED AND OTHER LOANS, RESIDENTIAL MORTGAGE LOANS AND SUBPRIME MORTGAGE LOANS |
6. REAL ESTATE
RELATED AND OTHER LOANS, RESIDENTIAL MORTGAGE LOANS AND SUBPRIME MORTGAGE LOANS
The following is a summary of real estate related and other loans, residential mortgage loans and subprime mortgage loans. The loans contain various terms, including fixed and floating rates, self-amortizing and interest only. They are generally subject to prepayment.
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December 31, 2014
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December 31, 2013
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Loan Type
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Outstanding Face Amount
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Carrying Value (A)
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Loan Count
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Wtd. Avg Yield
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Weighted Average Coupon
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Weighted Average Life (Years) (B)
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Floating Rate Loans as a % of Face Amount
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Delinquent Face Amount (C)
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Carrying Value
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Wtd. Avg. Yield
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Mezzanine Loans
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$
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131,551
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$
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103,582
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7
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7.79
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%
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7.20
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%
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1.2
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71.9
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%
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$
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12,000
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$
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139,720
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6.63
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%
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Corporate Bank Loans
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174,530
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107,715
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5
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22.08
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%
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13.19
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%
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1.7
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0.6
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%
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—
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166,710
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24.18
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%
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B-Notes
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21,865
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18,748
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1
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12.00
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%
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7.32
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%
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4.0
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0.0
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%
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—
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101,385
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10.12
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%
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Whole Loans
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155
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155
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1
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4.00
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%
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7.48
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%
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0.2
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0.0
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%
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—
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29,715
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3.65
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%
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Total Real Estate Related and other Loans Held-for-Sale, Net (D)
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$
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328,101
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$
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230,200
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14
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14.82
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%
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10.39
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%
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1.6
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29.1
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%
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$
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12,000
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$
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437,530
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13.92
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%
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Non-Securitized Manufactured Housing Loan Portfolio I
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$
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—
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$
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—
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—
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—
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—
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—
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—
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$
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—
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$
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130
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81.79
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%
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Non-Securitized Manufactured Housing Loan Portfolio II
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—
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—
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—
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—
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—
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—
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—
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—
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2,055
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15.39
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%
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Residential Loans
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4,309
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3,854
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6
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23.48
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%
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1.84
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%
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1.2
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100.0
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%
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766
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—
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—
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Total Residential Mortgage Loans Held-for-Sale, Net (E)(F)
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$
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4,309
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$
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3,854
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6
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23.48
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%
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1.84
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%
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1.2
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100.0
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%
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$
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766
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$
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2,185
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19.34
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%
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Securitized Manufactured Housing Loan Portfolio I
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$
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—
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$
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—
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—
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—
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—
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—
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—
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—
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$
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91,924
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9.44
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%
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Securitized Manufactured Housing Loan Portfolio II
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—
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—
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—
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—
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—
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—
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—
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—
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128,117
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8.11
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%
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Residential Loans
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—
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—
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—
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—
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—
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—
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—
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—
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35,409
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7.49
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%
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Total Residential Mortgage Loans Held-for-Investment, Net (F)
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$
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—
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$
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—
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—
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—
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—
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—
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—
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—
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$
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255,450
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8.50
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%
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Subprime Mortgage Loans Subject to Call Option
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$
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406,217
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$
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406,217
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$
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406,217
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(A)
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The aggregate United States federal income tax basis for such assets at December 31, 2014 was approximately $253.5 million (unaudited), excluding the securitized subprime mortgage loans, which are fully consolidated for tax purposes. Carrying value includes negligible interest receivable for the residential housing loans.
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(B)
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The weighted average maturity is based on the timing of expected principal reduction on the assets.
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(C)
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Includes loans that are 60 days or more past due (including loans that are in foreclosure and borrowers in bankruptcy) or considered real estate owned (“REO”). As of December 31, 2014 and December 31, 2013, $76.5 million and $76.5 million face amount of real estate related and other loans, respectively, was on non-accrual status.
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(D)
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Loans which are more than 3% of the total current carrying value (or $6.9 million) at December 31, 2014 are as follows:
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December 31, 2014
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Loan Type
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Outstanding Face Amount
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Carrying Value
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Prior Liens (1)
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Loan Count
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Yield (2)
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Coupon (2)
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Weighted Average Life (Years)
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Individual Bank Loan
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(3)
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$
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116,048
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$
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99,976
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$
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627,615
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1
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22.50
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%
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15.55
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%
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2.1
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Individual Mezzanine Loan
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(4)
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35,859
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34,246
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738,782
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1
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7.00
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%
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7.00
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%
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1.2
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Individual Mezzanine Loan
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(4)
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28,939
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28,939
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169,933
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1
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7.00
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%
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8.00
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%
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0.1
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Individual Mezzanine Loan
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(4)
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24,294
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24,294
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299,770
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1
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9.00
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%
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9.00
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%
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2.3
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Individual B-Note Loan
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(4)
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21,865
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18,748
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124,548
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1
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12.00
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%
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7.32
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%
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4.0
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Individual Mezzanine Loan
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(4)
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12,691
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11,716
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175,000
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1
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5.00
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%
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5.15
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%
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3.6
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Individual Bank Loan
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(4)
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11,798
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7,291
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—
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1
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15.00
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%
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15.00
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%
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4.2
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Others
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(5)
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76,607
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4,990
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7
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21.64
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%
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6.55
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%
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0.2
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$
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328,101
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$
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230,200
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14
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14.82
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%
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10.39
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%
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1.6
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(1)
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Represents face amount of third party liens that are senior to Newcastle’s position.
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(2)
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For others, represents weighted average yield and weighted average coupon.
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(3)
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Interest accrued to principal balance over life to maturity with a discounted payoff option prior to April 2015. Following a public offering by the debt issuer in January 2014, Newcastle received cash of $83.3 million, which reduced the face of the loan to $99.4 million.
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(4)
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Interest only payments over life to maturity and balloon principal payment upon maturity.
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(5)
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Various terms of payment. This represents $46.7 million, $29.8 million and $0.1 million of bank loans, mezzanine loans and whole loans, respectively. Each of the seven loans had a carrying value of less than $6.9 million at December 31, 2014.
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(E)
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The following is an aging analysis of past due residential loans held-for-sale as of December 31, 2014:
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30-59 Days Past Due
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60-90 Days Past Due
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Over 90 Days Past Due
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REO
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Total Past Due
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Current
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Total Outstanding Face Amount
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Residential Loans
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$
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—
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$
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—
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$
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—
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$
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766
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$
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766
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$
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3,543
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$
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4,309
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Newcastle’s management monitors the credit qualities of the residential loans primarily by using the aging analysis, current trends in delinquencies and the actual loss incurrence rate.
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(F)
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Loans acquired at a discount for credit quality.
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Newcastle's investments in real estate related and other loans and non-securitized manufactured housing loans were classified as held-for-sale as of December 31, 2014 and December 31, 2013. Loans held-for-sale are marked to the lower of carrying value or fair value.
Newcastle’s investment in the securitized manufactured housing loan portfolios I and II was classified as held-for-investment as of December 31, 2013. In connection with the securitizations of the manufactured housing loan portfolios, Newcastle gave representations and warranties with respect to the manufactured housing loans sold to the securitization trusts. To the extent a breach of any such representations and warranties materially and adversely affects the value or enforceability of the related loans, Newcastle will be required to repurchase such loans from the respective securitization trusts.
In May 2014,
Newcastle sold its manufactured housing portfolio through a securitization. The portfolio had an outstanding face amount of $222.2
million and was sold at 104% of par, resulting in $231.6 million of total proceeds including accrued interest. Part of the proceeds
was used to repay the current debt on the portfolio at par, including $132.4 million of third-party debt and $20.5 million of
debt owned by CDO VIII and CDO IX. The securitization of the portfolio was accomplished through a special purpose entity, in which
Newcastle holds no interests, and was treated as a sale for accounting purposes. The sale generated a gain of $24.7 million, or
$19.4 million net after $1.9 million of deal expenses and the write off of $3.4 million of unamortized discount on third party
debt (recorded as a loss on extinguishment of debt).
In July 2014, Newcastle sold residential whole loans with an outstanding face amount of $37.4 million at a price of 91.5% of par or $34.7 million of proceeds. A part of the proceeds was used to repay $23.0 million in repurchase agreements associated with these loans. Newcastle recognized a gain on settlement of investments of $7.8 million and incurred approximately $1.1 million of transaction expenses.
The following is a summary of real estate related and other loans by maturity at December 31, 2014:
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Year of Maturity (1)
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Outstanding Face Amount
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Carrying Value
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Number of Loans
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Delinquent (2)
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$
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12,000
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$
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—
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1
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2015
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64,607
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4,990
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6
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2016
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64,799
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63,185
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2
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2017
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24,294
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24,294
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1
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2018
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21,865
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18,748
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1
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2019
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127,845
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107,266
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2
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Thereafter
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12,691
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11,717
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1
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Total
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$
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328,101
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$
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230,200
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14
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(1)Based on the final extended maturity date of each loan investment as of December 31, 2014.
(2)Includes loans that are non-performing, in foreclosure, or under bankruptcy.
Activities relating to the carrying value of real estate related and other loans and residential mortgage loans are as follows:
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Held for Sale
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Held for Investment
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Real Estate Related Loans
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Residential Mortgage Loans
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Residential Mortgage Loans
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NPL Reverse Mortgage Loans
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December 31, 2011
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$
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813,580
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$
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2,687
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$
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331,236
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$
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—
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Purchases / additional fundings
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109,491
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—
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—
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—
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Interest accrued to principal balance
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22,835
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|
—
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|
|
—
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|
|
—
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Principal paydowns
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(129,950
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)
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(686
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)
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(38,182
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)
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—
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Sales
|
—
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|
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—
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|
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—
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|
|
—
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Transfer to held for investment
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—
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|
|
—
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|
|
—
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|
|
—
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Valuation (allowance) reversal on loans
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28,213
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|
|
493
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(4,119
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)
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|
—
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Loss on repayment of loans held for sale
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(1,614
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)
|
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—
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—
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|
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—
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Accretion of loan discount and other amortization
|
—
|
|
|
—
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|
|
4,002
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|
|
—
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Other
|
577
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|
|
(23
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)
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(476
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)
|
|
—
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|
December 31, 2012
|
$
|
843,132
|
|
|
$
|
2,471
|
|
|
$
|
292,461
|
|
|
$
|
—
|
|
Purchases / additional fundings
|
315,296
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|
|
—
|
|
|
—
|
|
|
35,138
|
|
Interest accrued to principal balance
|
26,588
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Principal paydowns
|
(257,335
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)
|
|
(373
|
)
|
|
(45,665
|
)
|
|
—
|
|
Sales
|
(101,338
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
New Residential spin-off
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,865
|
)
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Conversion to equity-GateHouse
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(393,531
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Elimination after restructure-Golf
|
(29,412
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Valuation (allowance) reversal on loans
|
19,479
|
|
|
105
|
|
|
5,451
|
|
|
—
|
|
Gain on repayment of loans held for sale
|
7,216
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Accretion of loan discount and other amortization
|
6,689
|
|
|
—
|
|
|
3,684
|
|
|
727
|
|
Other
|
746
|
|
|
(18
|
)
|
|
(481
|
)
|
|
—
|
|
December 31, 2013
|
$
|
437,530
|
|
|
$
|
2,185
|
|
|
$
|
255,450
|
|
|
$
|
—
|
|
Purchases / additional fundings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Interest accrued to principal balance
|
20,830
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Principal paydowns
|
(240,937
|
)
|
|
(9,574
|
)
|
|
(9,436
|
)
|
|
—
|
|
Transfer to held-for-sale
|
—
|
|
|
246,121
|
|
|
(246,121
|
)
|
|
—
|
|
Sales
|
—
|
|
|
(233,349
|
)
|
|
—
|
|
|
—
|
|
Valuation (allowance) reversal on loans
|
3,303
|
|
|
(51
|
)
|
|
(833
|
)
|
|
—
|
|
Accretion of loan discount and other amortization
|
8,867
|
|
|
—
|
|
|
115
|
|
|
—
|
|
Other
|
607
|
|
|
(1,478
|
)
|
|
825
|
|
|
—
|
|
December 31, 2014
|
$
|
230,200
|
|
|
$
|
3,854
|
|
|
$
|
—
|
|
|
$
|
—
|
|
The following is a rollforward of the related loss allowance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held for Sale
|
|
Held for Investment
|
|
|
Real Estate Related and Other Loans
|
|
Residential Mortgage Loans
|
|
Residential Mortgage Loans (A)
|
Balance at December 31, 2011
|
|
$
|
(228,017
|
)
|
|
$
|
(2,461
|
)
|
|
$
|
(26,075
|
)
|
Charge-offs (B)
|
|
17,742
|
|
|
896
|
|
|
7,716
|
|
Valuation (allowance) reversal on loans
|
|
28,213
|
|
|
493
|
|
|
(4,119
|
)
|
Balance at December 31, 2012
|
|
(182,062
|
)
|
|
(1,072
|
)
|
|
(22,478
|
)
|
Charge-offs (B)
|
|
68,546
|
|
|
143
|
|
|
4,780
|
|
Valuation (allowance) reversal on loans
|
|
19,479
|
|
|
105
|
|
|
5,451
|
|
Balance at December 31, 2013
|
|
$
|
(94,037
|
)
|
|
$
|
(824
|
)
|
|
$
|
(12,247
|
)
|
Charge-offs (B)
|
|
14,808
|
|
|
84
|
|
|
711
|
|
Transfer to held-for-sale
|
|
—
|
|
|
(12,369
|
)
|
|
12,369
|
|
Sales
|
|
—
|
|
|
13,006
|
|
|
—
|
|
Valuation (allowance) reversal on loans
|
|
3,303
|
|
|
(51
|
)
|
|
(833
|
)
|
Balance at December 31, 2014
|
|
$
|
(75,926
|
)
|
|
$
|
(154
|
)
|
|
$
|
—
|
|
|
|
(A)
|
The allowance for credit losses was determined based on the guidance for loans acquired with deteriorated credit quality.
|
|
|
(B)
|
The charge-offs for real estate related loans represent three, three and six loans which were written off, sold, restructured, or paid off at a discounted price during 2014, 2013 and 2012, respectively.
|
The average carrying amount of Newcastle’s real estate related and other loans was approximately $270.1 million, $761.7 million and $843.4 million during 2014, 2013 and 2012, respectively, on which Newcastle earned approximately $49.3 million, $81.5 million and $81.5 million of gross interest revenues, respectively.
The average carrying amount of Newcastle’s residential mortgage loans was approximately $90.5 million, $282.7 million and $312.5 million during 2014, 2013 and 2012, respectively, on which Newcastle earned approximately $8.3 million, $27.3 million and $31.6 million of gross interest revenues, respectively.
The table below summarizes the geographic distribution of real estate related and other loans and residential loans at December 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Related and Other Loans
|
|
Residential Mortgage Loans
|
Geographic Location
|
|
Outstanding Face Amount
|
|
Percentage
|
|
Outstanding Face Amount
|
|
Percentage
|
Western U.S.
|
|
$
|
28,112
|
|
|
17.7
|
%
|
|
$
|
980
|
|
|
22.8
|
%
|
Northeastern U.S.
|
|
26,302
|
|
|
16.6
|
%
|
|
523
|
|
|
12.1
|
%
|
Southeastern U.S.
|
|
51,247
|
|
|
32.3
|
%
|
|
2,667
|
|
|
61.9
|
%
|
Midwestern U.S.
|
|
3,817
|
|
|
2.4
|
%
|
|
139
|
|
|
3.2
|
%
|
Southwestern U.S.
|
|
10,426
|
|
|
6.5
|
%
|
|
—
|
|
|
—
|
|
Foreign
|
|
38,872
|
|
|
24.5
|
%
|
|
—
|
|
|
—
|
|
|
|
$
|
158,776
|
|
|
100.0
|
%
|
|
$
|
4,309
|
|
|
100.0
|
%
|
Other
|
|
169,325
|
|
|
(A)
|
|
|
|
|
|
|
$
|
328,101
|
|
|
|
|
|
|
|
(A)Includes corporate bank loans which are not directly secured by real estate assets.
Securitization of Subprime Mortgage Loans
Newcastle acquired and securitized two portfolios of subprime residential mortgage loans (“Subprime Portfolio I” and “Subprime Portfolio II”), through subsidiaries, as summarized in the table below. Both portfolios are being serviced by an affiliate of the Manager for a servicing fee equal to 0.50% per annum on their respective unpaid principal balances.
Both portfolios were securitized through special purpose entities (“Securitization Trust 2006”) and (“Securitization Trust 2007”) which are not consolidated by Newcastle. Newcastle retained a portion of the notes issued by, and all of the equity of, both entities.
Newcastle, as holder of the equity (or residual interest), has the option (a call option) to redeem the notes once the aggregate principal balance of Subprime Portfolio I or Subprime Portfolio II is equal to or less than 20% or 10%, respectively, of such balance at the date of the transfer. The transactions between Newcastle and each securitization trust qualified as sales for accounting purposes. However, the loans which are subject to a call option by Newcastle were not treated as being sold and are classified as “held for investment” subsequent to the completion of the securitizations. The loans subject to call option and the corresponding financing recognize interest income and expense based on the expected weighted average coupons of the loans subject to call options at the call date of 9.24% and 8.68% for Subprime Portfolios I and II, respectively. The call options are “out of the money,” meaning that the price Newcastle would have to pay to acquire such loans exceeds their fair value at this time, and there is no requirement to exercise such options.
In both transactions, the residual interests and the retained bonds are reported as real estate securities, available for sale. The retained loans subject to call option and corresponding financing are reported as separate line items on Newcastle’s balance sheet.
Newcastle has no obligation to repurchase any loans from either of its subprime securitizations. Therefore, it is expected that its exposure to loss is limited to the carrying amount of its retained interests in the securitization entities, as described above. A subsidiary of Newcastle gave limited representations and warranties with respect to Subprime Portfolio II and is required to pay the difference, if any, between the repurchase price of any loan in such portfolio and the price required to be paid by a third party originator for such loan. Such subsidiary, however, has no assets and does not have recourse to the general credit of Newcastle.
|
|
|
|
|
|
Subprime Portfolio
|
|
I
|
|
II
|
Date of acquisition
|
March 2006
|
|
March 2007
|
Original number of loans (approximate)
|
11,300
|
|
7,300
|
Predominant origination date of loans
|
2005
|
|
2006
|
Original face amount of purchase
|
$1.5 billion
|
|
$1.3 billion
|
|
|
|
|
Pre-securitization loan write-down
|
($4.1 million)
|
|
($5.8 million)
|
Gain on pre-securitization hedge
|
$5.5 million
|
|
$5.8 million
|
Gain on sale
|
Less than $0.1 million
|
|
$0.1 million
|
|
|
|
|
Securitization date
|
April 2006
|
|
July 2007
|
Face amount of loans at securitization
|
$1.5 billion
|
|
$1.1 billion
|
Face amount of notes sold by trust
|
$1.4 billion
|
|
$1.0 billion
|
Stated maturity of notes
|
March 2036
|
|
April 2037
|
Face amount of notes retained by Newcastle
|
$37.6 million
|
|
$38.8 million
|
Fair value of equity retained by Newcastle
|
$62.4 million (A)
|
|
$46.7 million (A)
|
|
|
|
|
Key assumptions in measuring such fair value (A):
|
|
|
|
Weighted average life (years)
|
3.1
|
|
3.8
|
Expected credit losses
|
5.3%
|
|
8.0%
|
Weighted average constant prepayment rate
|
28.0%
|
|
30.1%
|
Discount rate
|
18.8%
|
|
22.5%
|
(A)As of the date of transfer.
The following table presents information on the
retained interests in the securitizations of Subprime Portfolios I and II at December 31,
2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subprime Portfolio
|
|
I
|
|
II
|
|
Total
|
Total securitized loans (unpaid principal balance) (A)
|
$
|
322,723
|
|
|
$
|
452,199
|
|
|
$
|
774,922
|
|
Loans subject to call option (carrying value)
|
$
|
299,176
|
|
|
$
|
107,041
|
|
|
$
|
406,217
|
|
Retained interests (fair value) (B)
|
$
|
3,024
|
|
|
$
|
—
|
|
|
$
|
3,024
|
|
|
|
(A)
|
Average loan seasoning of 113 months and 95 months for Subprime Portfolios I and II, respectively, at December 31, 2014.
|
|
|
(B)
|
The retained interests include retained bonds of the securitizations. Their fair value is estimated based on pricing models. Newcastle’s residual interests were written off in 2010. The weighted average yield of the retained note was 22.40% as of December 31, 2014.
|
The following table summarizes certain characteristics of the underlying subprime mortgage loans, and related financing, in the securitizations as of December 31, 2014 (unaudited, except stated otherwise):
|
|
|
|
|
|
|
|
|
|
Subprime Portfolio
|
|
I
|
|
II
|
Loan unpaid principal balance (UPB) (A)
|
$
|
322,723
|
|
|
$
|
452,199
|
|
Weighted average coupon rate of loans
|
5.77
|
%
|
|
4.67
|
%
|
Delinquencies of 60 or more days (UPB) (B)
|
$
|
77,785
|
|
|
$
|
158,124
|
|
Net credit losses for year ended
|
|
|
|
December 31, 2014
|
$
|
25,225
|
|
|
$
|
34,102
|
|
December 31, 2013
|
$
|
26,388
|
|
|
$
|
44,855
|
|
Cumulative net credit losses
|
$
|
272,030
|
|
|
$
|
335,676
|
|
Cumulative net credit losses as a % of original UPB
|
18.1
|
%
|
|
30.9
|
%
|
Percentage of ARM loans (C)
|
50.9
|
%
|
|
63.9
|
%
|
Percentage of loans with loan-to-value ratio >90%
|
10.4
|
%
|
|
16.9
|
%
|
Percentage of interest-only loans
|
2.9
|
%
|
|
17.2
|
%
|
Face amount of debt (A) (D)
|
$
|
318,723
|
|
|
$
|
452,199
|
|
Weighted average funding cost of debt (E)
|
0.53
|
%
|
|
0.44
|
%
|
|
|
(B)
|
Delinquencies include loans 60 or more days past due, in foreclosure, under bankruptcy filing or real estate owned.
|
|
|
(C)
|
ARM loans are adjustable-rate mortgage loans. An option ARM is an adjustable-rate mortgage that provides the borrower with an option to choose from several payment amounts each month for a specified period of the loan term. None of the loans in the subprime portfolios are option ARMs.
|
|
|
(D)
|
Excludes face amount of $4.0 million of retained notes for Subprime Portfolio I at December 31, 2014.
|
|
|
(E)
|
Includes the effect of applicable hedges.
|
Newcastle received negligible cash flows from the retained interests of Subprime Portfolios I and II during the years ended December 31, 2014, 2013 and 2012.
|