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 Newcastle’s
investments in debt resulting from realizations, caused a change in the
way Newcastle’s chief operating decision maker (“CODM”) viewed Newcastle’s
business and the way in which such business is reported to management.
Newcastle’s CODM and management now review operating results based on
business lines, as opposed to financing types, and Newcastle’s 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 Newcastle’s 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)
|
|
Golf
|
|
Corporate
|
|
Media (C)
|
|
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
|
|
|
—
|
|
|
3,817
|
|
|
|
|
|
—
|
|
|
(4,746
|
)
|
|
89,382
|
|
Net interest income (expense)
|
|
|
(10,778
|
)
|
|
94,296
|
|
|
44,434
|
|
|
—
|
|
|
(3,619
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
124,333
|
|
Impairment (reversal)
|
|
|
—
|
|
|
(9,338
|
)
|
|
(10,431
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,769
|
)
|
Other revenues
|
|
|
85,267
|
|
|
—
|
|
|
2,056
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87,323
|
|
Other income (loss)
|
|
|
11
|
|
|
23,946
|
|
|
11,344
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,301
|
|
Property operating expenses
|
|
|
52,713
|
|
|
—
|
|
|
1,005
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53,718
|
|
Depreciation and amortization
|
|
|
26,905
|
|
|
—
|
|
|
219
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,128
|
|
Other operating expenses
|
|
|
20,982
|
|
|
741
|
|
|
3,144
|
|
|
—
|
|
|
47,277
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72,144
|
|
Income tax expense
|
|
|
1,038
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,038
|
|
Income (loss) from continuing
operations
|
|
|
(27,138
|
)
|
|
126,839
|
|
|
63,897
|
|
|
—
|
|
|
(50,900
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
112,698
|
|
Income (loss) from discontinued
operations
|
|
|
—
|
|
|
—
|
|
|
(46
|
)
|
|
—
|
|
|
—
|
|
|
6,311
|
|
|
33,378
|
|
|
—
|
|
|
39,643
|
|
Net income (loss)
|
|
|
(27,138
|
)
|
|
126,839
|
|
|
63,851
|
|
|
—
|
|
|
(50,900
|
)
|
|
6,311
|
|
|
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
|
|
$
|
—
|
|
$
|
(56,480
|
)
|
|
5,383
|
|
$
|
33,378
|
|
$
|
—
|
|
$
|
145,833
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments
|
|
$
|
1,463,758
|
|
$
|
925,690
|
|
$
|
1,279,549
|
|
$
|
358,439
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(87,528
|
)
|
$
|
3,939,908
|
|
Cash and restricted cash
|
|
|
31,263
|
|
|
2,377
|
|
|
—
|
|
|
22,890
|
|
|
23,492
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80,022
|
|
Other assets
|
|
|
55,430
|
|
|
47,285
|
|
|
3,442
|
|
|
34,898
|
|
|
987
|
|
|
—
|
|
|
—
|
|
|
(155
|
)
|
|
141,887
|
|
Assets of discontinued operations
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
690,746
|
|
|
—
|
|
|
—
|
|
|
690,746
|
|
Total assets
|
|
|
1,550,451
|
|
|
975,352
|
|
|
1,282,991
|
|
|
416,227
|
|
|
24,479
|
|
|
690,746
|
|
|
—
|
|
|
(87,683
|
)
|
|
4,852,563
|
|
Debt
|
|
|
(1,076,828
|
)
|
|
(645,938
|
)
|
|
(1,149,547
|
)
|
|
(181,910
|
)
|
|
(51,237
|
)
|
|
—
|
|
|
—
|
|
|
87,529
|
|
|
(3,017,931
|
)
|
Other liabilities
|
|
|
(61,886
|
)
|
|
(19,194
|
)
|
|
(2,235
|
)
|
|
(185,552
|
)
|
|
(44,528
|
)
|
|
—
|
|
|
—
|
|
|
154
|
|
|
(313,241
|
)
|
Liabilities of discontinued operations
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
295,267
|
|
|
—
|
|
|
—
|
|
|
295,267
|
|
Total liabilities
|
|
|
(1,138,714
|
)
|
|
(665,132
|
)
|
|
(1,151,782
|
)
|
|
(367,462
|
)
|
|
(95,765
|
)
|
|
(295,267
|
)
|
|
—
|
|
|
87,683
|
|
|
(3,626,439
|
)
|
Preferred stock
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(61,583
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(61,583
|
)
|
Noncontrolling interest
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(366
|
)
|
|
—
|
|
|
(60,913
|
)
|
|
—
|
|
|
—
|
|
|
(61,279
|
)
|
GAAP book value
|
|
$
|
411,737
|
|
$
|
310,220
|
|
$
|
131,209
|
|
$
|
48,399
|
|
$
|
(132,869
|
)
|
$
|
334,566
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,103,262
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 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, 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)
Newcastle’s 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. Newcastle’s CDOs and manufactured housing loan financings are
held in special purpose entities whose debt is treated as non-recourse
secured borrowings of Newcastle.
Newcastle’s 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, 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, 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 Newcastle’s 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 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, 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 Newcastle’s 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 Newcastle’s 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.
|
|