Annual report pursuant to Section 13 and 15(d)

SEGMENT REPORTING AND VARIABLE INTEREST ENTITIES

v3.3.1.900
SEGMENT REPORTING AND VARIABLE INTEREST ENTITIES
12 Months Ended
Dec. 31, 2015
Segment Reporting [Abstract]  
SEGMENT REPORTING AND VARIABLE INTEREST ENTITIES
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) investments in golf properties and facilities (“Golf”) and (iv) corporate.
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:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Investments (A)
 
 
 
 
 
 
 
 
 
 
 
CDOs
 
Other Debt (B)
 
Golf
 
Corporate
 
Discontinued Operations
 
Eliminations
 
Total
Year Ended December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest income
$
32,488

 
$
66,233

 
$
152

 
$
23

 
$

 
$
(3,005
)
 
$
95,891

Interest expense
(6,587
)
 
(38,244
)
 
(16,520
)
 
(3,783
)
 

 
3,005

 
(62,129
)
Inter-segment elimination
(3,005
)
 

 
3,005

 

 

 

 

Net interest income (expense)
22,896

 
27,989

 
(13,363
)
 
(3,760
)
 

 

 
33,762

Total impairment (reversal)
12,569

 
6,832

 

 

 

 

 
19,401

Total operating revenues

 

 
295,856

 

 

 

 
295,856

Total other income (expense)
30,270

 
(4,003
)
 
13,180

 
54

 

 

 
39,501

Loan and security servicing expense
283

 
8

 

 

 

 

 
291

Operating expenses - golf (C)

 

 
236,971

 

 

 

 
236,971

Operating expenses-golf, repairs and maintenance expenses

 

 
8,450

 

 

 

 
8,450

Cost of sales - golf

 

 
31,681

 

 

 

 
31,681

General and administrative expense

 

 
2,983

 
7,640

 

 

 
10,623

General and administrative expense - acquisition and transaction expenses (D)

 
60

 
1,364

 
(301
)
 

 

 
1,123

Management fee to affiliate

 

 

 
10,692

 

 

 
10,692

Depreciation and amortization

 

 
28,682

 
(48
)
 

 

 
28,634

Income tax expense

 

 
345

 

 

 

 
345

Income (loss) from continuing operations
40,314

 
17,086

 
(14,803
)
 
(21,689
)
 

 

 
20,908

Income from discontinued operations, net of tax

 

 

 

 
646

 

 
646

Net income (loss)
40,314

 
17,086

 
(14,803
)
 
(21,689
)
 
646

 

 
21,554

Preferred dividends

 

 

 
(5,580
)
 

 

 
(5,580
)
Net loss attributable to noncontrolling interests

 

 
293

 

 

 

 
293

Income (loss) applicable to common stockholders
$
40,314

 
$
17,086

 
$
(14,510
)
 
$
(27,269
)
 
$
646

 
$

 
$
16,267

 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
Investments
$
46,392

 
$
669,736

 
$
302,379

 
$

 
$

 
$

 
$
1,018,507

Cash and restricted cash
128

 
1,082

 
19,981

 
28,929

 

 

 
50,120

Other assets
77

 
365,104

 
33,765

 
409

 

 

 
399,355

Assets of discontinued operations

 

 

 

 

 

 

Total assets
46,597

 
1,035,922

 
356,125

 
29,338

 

 

 
1,467,982

Debt, net
97,605

 
740,921

 
81,091

 
51,225

 

 

 
970,842

Other liabilities
29

 
107,125

 
166,973

 
12,891

 

 

 
287,018

Liabilities of discontinued operations

 

 

 

 

 

 

Total liabilities
97,634

 
848,046

 
248,064

 
64,116

 

 

 
1,257,860

Preferred stock

 

 

 
61,583

 

 

 
61,583

Noncontrolling interests

 

 
(257
)
 

 

 

 
(257
)
Equity (deficit) attributable to common stockholders
$
(51,037
)
 
$
187,876

 
$
108,318

 
$
(96,361
)
 
$

 
$

 
$
148,796









Summary segment financial data (continued).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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

Total impairment (reversal)
(3,303
)
 
884

 

 

 

 

 
(2,419
)
Total operating revenues

 

 
291,537

 

 

 

 
291,537

Total 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

Operating expenses - golf, repairs and maintenance expenses

 

 
9,870

 

 

 

 
9,870

Cost of sales - golf

 

 
30,271

 

 

 

 
30,271

General and administrative expense
14

 
2

 
1,435

 
7,722

 

 

 
9,173

General and administrative expense - 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 (F)
1,927

 
2,190

 
30,983

 
91

 

 

 
35,191

Assets of discontinued operations

 

 

 

 
6,803

 

 
6,803

Total assets
486,926

 
836,360

 
376,589

 
55,228

 
6,803

 

 
1,761,906

Debt, net (E)
310,636

 
791,499

 
161,474

 
51,231

 

 

 
1,314,840

Other liabilities
2,391

 
4,528

 
164,897

 
16,475

 

 

 
188,291

Liabilities of discontinued operations

 

 

 

 
447

 

 
447

Total liabilities
313,027

 
796,027

 
326,371

 
67,706

 
447

 

 
1,503,578

Preferred stock

 

 

 
61,583

 

 

 
61,583

Noncontrolling interest

 

 
36

 

 

 

 
36

Equity (deficit) attributable to common stockholders
$
173,899

 
$
40,333

 
$
50,182

 
$
(74,061
)
 
$
6,356

 
$

 
$
196,709












Summary segment financial data (continued).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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

Total impairment (reversal)
(9,338
)
 
(10,431
)
 

 

 

 

 
(19,769
)
Total other income
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


(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, 2015
 
December 31, 2014
 
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
Subprime mortgage loans subject to call options
380,806

 
380,806

 
380,806

 
380,806

 
406,217

 
406,217

 
406,217

 
406,217

Other
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unlevered real estate securities (G)
37,404

 
12,642

 

 

 
167,457

 
12,265

 

 

Levered real estate securities (H)
102,660

 
105,963

 
348,625

 
348,625

 
390,771

 
407,689

 
385,282

 
385,282

Real estate related and other loans
238,449

 
149,198

 
11,660

 
11,490

 

 

 

 

Other investments
N/A

 
20,595

 

 

 
N/A

 
6,479

 

 

Residential mortgage loans
922

 
532

 

 

 
934

 
643

 

 

 
$
760,241

 
$
669,736

 
$
741,091

 
$
740,921

 
$
965,379

 
$
833,293

 
$
791,499

 
$
791,499



(C)
Operating expenses - golf includes rental expenses recorded under operating leases for carts and equipment in the amount of $4.6 million and $5.0 million for the years ended December 31, 2015 and 2014, respectively.
(D)
Includes all transaction related and spin-off related expenses.
(E)
Net of $35.1 million of inter-segment eliminations as of 2014.
(F)
In the first quarter of 2015, Newcastle adopted ASU 2015-03 (see Note 2) which requires retrospective application to all prior periods. Accordingly, Other assets is reduced by $0.4 million for deferred financing costs as of December 31, 2014.
(G)
Excludes eight securities with zero value, which had an aggregate face amount of $116.0 million.
(H)
These investments represent purchases that were traded on December 31, 2015 but settled on January 13, 2016. The debts represent repurchase agreements collateralized by sold investments that were traded on December 31, 2015 and settled on January 13, 2016. See Note 5 for additional detail.
 
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.
The following table presents certain assets of consolidated VIEs, which are included in the Consolidated Balance Sheets. The assets in the table below include only those assets that can be used to settle obligations of consolidated VIEs, and are in excess of those obligations. Additionally, the assets in the table below exclude intercompany balances that eliminate in consolidation.
 
December 31,
 
2015
 
2014
Assets of consolidated VIEs that can only be used to settle obligations of consolidated VIEs
 
 
 
Real estate securities, available-for-sale
$
46,392

 
$
219,490

Real estate related and other loans, held-for-sale, net

 
230,200

Residential mortgage loans, held-for-sale, net

 
3,211

Subprime mortgage loans subject to call option
380,806

 
406,217

Other investments

 
20,308

Restricted cash
128

 
11,790

Receivables and other assets
77

 
1,927

Assets of discontinued operations

 
6,803

Total assets of consolidated VIEs that can only be used to settle obligations of consolidated VIEs
$
427,403

 
$
899,946


The following table presents certain liabilities of consolidated VIEs, which are included in the Consolidated Balance Sheets. The liabilities in the table below include third-party liabilities of consolidated VIEs due to third parties only, and exclude intercompany balances that eliminate in consolidation. The liabilities also exclude amounts where creditors or beneficial interest holders have recourse to the general credit of Newcastle.
 
December 31,
 
2015
 
2014
Liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Newcastle
 
 
 
CDO bonds payable
$
92,933

 
$
227,673

Other bonds and notes payable
4,672

 
27,069

Financing of subprime mortgage loans subject to call option
380,806

 
406,217

Accounts payable, accrued expenses and other liabilities
29

 
2,391

Liabilities of discontinued operations

 
447

Total liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Newcastle
$
478,440

 
$
663,797

 
 
 
 

Newcastle’s subprime securitizations and CDO V are also considered VIEs, but Newcastle does not control the decisions that most significantly impact their economic performance, and no longer receives a significant portion of their returns. Newcastle deconsolidated CDO V as of June 17, 2011 as a result of an event of default which allowed Newcastle to be removed as collateral manager and prevents purchasing and selling of certain collateral within CDO V.
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, 2015, 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.
Newcastle had variable interests in the following unconsolidated VIEs at December 31, 2015, 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
 
$
80,062

 
$
107,113

 
$
9,731


(A)
Face amount.
(B)
Newcastle CDO V includes $44.1 million face amount of debt owned by Newcastle with a carrying value of $9.7 million at December 31, 2015.
(C)
This amount represents Newcastle’s maximum exposure to loss from this entity.