Fair Value | 3 Months Ended |
Mar. 31, 2014 |
Fair Value Disclosures [Abstract] | ' |
Fair Value | ' |
Fair Value |
Fair Value Measurement |
The fair value of financial instruments is categorized based on the priority of the inputs to the valuation technique and categorized into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. |
Financial assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows: |
Level 1. Quoted prices for identical assets or liabilities in an active market. |
Level 2. Financial assets and liabilities whose values are based on the following: |
(a)Quoted prices for similar assets or liabilities in active markets. |
(b)Quoted prices for identical or similar assets or liabilities in non-active markets. |
(c)Pricing models whose inputs are observable for substantially the full term of the asset or liability. |
(d)Pricing models whose inputs are derived principally from or corroborated by observable market data |
for substantially the full term of the asset or liability. |
Level 3. Prices or valuation techniques based on inputs that are both unobservable and significant to the overall fair value measurement. |
Determination of Fair Value |
The following is a description of the valuation techniques used to measure fair value and the general classification of these instruments pursuant to the fair value hierarchy. |
Investments in Private Equity Funds |
The Company accounts for PE Investments at fair value which is determined based on a valuation model using assumptions for the timing and amount of expected future cash flow for income and realization events for the underlying assets in the funds and discount rate. This fair value measurement is generally based on unobservable inputs and, as such, is classified as Level 3 of the fair value hierarchy. The Company is not using the NAV (practical expedient) of the underlying funds for purposes of determining fair value. |
RXR Investment |
The Company accounts for the RXR Equity Interest at fair value which is determined based on a valuation model using assumptions for the timing and amount of expected future cash flow for income and realization events for the underlying assets and discount rate. Additionally, the Company accounts for the RXR Realty preferred equity investment at fair value, which is determined based on comparing the current yield to the estimated yield for newly originated loans with similar credit risk. These fair value measurements are generally based on unobservable inputs and, as such, are classified as Level 3 of the fair value hierarchy. |
Real Estate Securities |
N-Star CDO Bonds |
The fair value of subordinate N-Star CDO bonds is determined using an internal price interpolated based on third party prices of the more senior N-Star CDO bonds of the respective CDO. For the remaining N-Star CDO bonds, fair value is determined using quotations from nationally recognized financial institutions that generally acted as underwriter for the transactions. These quotations are not adjusted and are generally based on a valuation model with observable inputs such as interest rate and other unobservable inputs for assumptions related to the timing and amount of expected future cash flow, discount rate, estimated prepayments and projected losses. All N-Star CDO bonds are classified as Level 3 of the fair value hierarchy. |
N-Star CDO Equity |
The fair value of N-Star CDO equity is determined based on a valuation model using assumptions for the timing and amount of expected future cash flow for income and realization events for the underlying collateral of these CDOs and discount rate. This fair value measurement is generally based on unobservable inputs and, as such, is classified as Level 3 of the fair value hierarchy. |
Other CRE Securities |
Other CRE securities are generally valued using a third-party pricing service or broker quotations. These quotations are not adjusted and are based on observable inputs that can be validated, and as such, are classified as Level 2 of the fair value hierarchy. Certain CRE securities may be valued based on a single broker quote or an internal price which may have less observable pricing, and as such, would be classified as Level 3 of the fair value hierarchy. Management determines the prices are representative of fair value through a review of available data, including observable inputs, recent transactions as well as its knowledge of and experience in the market. |
Derivative Instruments |
Derivative instruments are valued using a third-party pricing service. These quotations are not adjusted and are generally based on valuation models with observable inputs such as interest rates and contractual cash flow, and as such, are classified as Level 2 of the fair value hierarchy. Derivative instruments are also assessed for credit valuation adjustments due to the risk of non-performance by the Company and derivative counterparties. However, since the majority of derivatives are held in non-recourse CDO financing structures where, by design, the derivative contracts are senior to all the CDO bonds payable, there is no material impact of a credit valuation adjustment. |
CDO Bonds Payable |
CDO bonds payable are valued using quotations from nationally recognized financial institutions that generally acted as underwriter for the transactions. These quotations are not adjusted and are generally based on a valuation model with observable inputs such as interest rate and other unobservable inputs for assumptions related to the timing and amount of expected future cash flow, discount rate, estimated prepayments and projected losses. CDO bonds payable are classified as Level 3 of the fair value hierarchy. |
Junior Subordinated Notes |
Junior subordinated notes are valued using quotations from nationally recognized financial institutions. These quotations are not adjusted and are generally based on a valuation model with observable inputs such as interest rate and other unobservable inputs for assumptions related to the implied credit spread of the Company’s other borrowings and the timing and amount of expected future cash flow. Junior subordinated notes are classified as Level 3 of the fair value hierarchy. |
Fair Value Hierarchy |
Financial assets and liabilities recorded at fair value on a recurring basis are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following tables present financial assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2014 and December 31, 2013 by level within the fair value hierarchy (dollars in thousands): |
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| March 31, 2014 | | | | | | | | | | | | | | | | | | | | | | | | |
| Level 1 | | Level 2 | | Level 3 | | Total | | | | | | | | | | | | | | | | | | | | | | | | |
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Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Investments in private equity funds | $ | — | | | $ | — | | | $ | 571,903 | | | $ | 571,903 | | | | | | | | | | | | | | | | | | | | | | | | | |
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RXR Investment(1) | — | | | — | | | 194,657 | | | 194,657 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Real estate securities, available for sale: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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N-Star CDO bonds | — | | | — | | | 230,241 | | | 230,241 | | | | | | | | | | | | | | | | | | | | | | | | | |
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N-Star CDO equity | — | | | — | | | 142,908 | | | 142,908 | | | | | | | | | | | | | | | | | | | | | | | | | |
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CMBS and other securities | — | | | 14,340 | | | 33,387 | | | 47,727 | | | | | | | | | | | | | | | | | | | | | | | | | |
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CRE securities in N-Star CDOs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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CMBS | — | | | 411,413 | | | 74,777 | | | 486,190 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Third-party CDO notes | — | | | — | | | 23,995 | | | 23,995 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Agency debentures | — | | | 31,946 | | | — | | | 31,946 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Unsecured REIT debt | — | | | 9,511 | | | — | | | 9,511 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Trust preferred securities | — | | | — | | | 5,863 | | | 5,863 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Subtotal real estate securities, available for sale | — | | | 467,210 | | | 511,171 | | | 978,381 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Derivative assets | — | | | 1,925 | | | — | | | 1,925 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Total assets | $ | — | | | $ | 469,135 | | | $ | 1,277,731 | | | $ | 1,746,866 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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CDO bonds payable | $ | — | | | $ | — | | | $ | 419,253 | | | $ | 419,253 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Junior subordinated notes | — | | | — | | | 213,200 | | | 213,200 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Derivative liabilities | — | | | 30,717 | | | — | | | 30,717 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Total liabilities | $ | — | | | $ | 30,717 | | | $ | 632,453 | | | $ | 663,170 | | | | | | | | | | | | | | | | | | | | | | | | | |
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| December 31, 2013 | | | | | | | | | | | | | | | | | | | | | | | | |
| Level 1 | | Level 2 | | Level 3 | | Total | | | | | | | | | | | | | | | | | | | | | | | | |
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Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Investments in private equity funds | $ | — | | | $ | — | | | $ | 586,018 | | | $ | 586,018 | | | | | | | | | | | | | | | | | | | | | | | | | |
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RXR Investment(1) | — | | | — | | | 192,419 | | | 192,419 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Real estate securities, available for sale: | | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | |
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N-Star CDO bonds | — | | | — | | | 205,287 | | | 205,287 | | | | | | | | | | | | | | | | | | | | | | | | | |
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N-Star CDO equity | — | | | — | | | 158,274 | | | 158,274 | | | | | | | | | | | | | | | | | | | | | | | | | |
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CMBS and other securities | — | | | 20,694 | | | 25,981 | | | 46,675 | | | | | | | | | | | | | | | | | | | | | | | | | |
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CRE securities in N-Star CDOs | | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | |
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CMBS | — | | | 507,725 | | | 64,576 | | | 572,301 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Third-party CDO notes | — | | | | | 24,931 | | | 24,931 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Agency debentures | — | | | 29,540 | | | — | | | 29,540 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Unsecured REIT debt | — | | | 9,521 | | | — | | | 9,521 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Trust preferred securities | — | | | — | | | 5,791 | | | 5,791 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Subtotal real estate securities, available for sale | — | | | 567,480 | | | 484,840 | | | 1,052,320 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Derivative assets | — | | | 3,469 | | | — | | | 3,469 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Total assets | $ | — | | | $ | 570,949 | | | $ | 1,263,277 | | | $ | 1,834,226 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CDO bonds payable | $ | — | | | $ | — | | | $ | 384,183 | | | $ | 384,183 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Junior subordinated notes | — | | | — | | | 201,203 | | | 201,203 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Derivative liabilities | — | | | 52,204 | | | — | | | 52,204 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Total liabilities | $ | — | | | $ | 52,204 | | | $ | 585,386 | | | $ | 637,590 | | | | | | | | | | | | | | | | | | | | | | | | | |
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(1) Includes the RXR Equity Interest and RXR Realty preferred equity investment for which the fair value option was elected. |
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The following table presents additional information about financial assets and liabilities which are measured at fair value on a recurring basis as of March 31, 2014 and December 31, 2013, for which the Company has used Level 3 inputs to determine fair value (dollars in thousands): |
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| March 31, 2014 | | 31-Dec-13 |
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| Investments | | RXR Investment(1) | | Real Estate | | CDO Bonds | | Junior | | Investments in Private Equity Funds | | RXR Investment(1) | | Real Estate | | CDO Bonds | | Junior |
in Private | Securities | Payable | Subordinated | Securities | Payable | Subordinated |
Equity Funds | | | Notes | | | Notes |
Beginning balance(2) | $ | 586,018 | | | $ | 192,419 | | | $ | 484,840 | | | $ | 384,183 | | | $ | 201,203 | | | $ | — | | | $ | — | | | $ | 338,213 | | | $ | 1,999,470 | | | $ | 197,173 | |
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Transfers into Level 3(3) | — | | | — | | | 13,909 | | | — | | | — | | | — | | | — | | | 7,788 | | | — | | | — | |
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Transfers out of Level 3(3) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (108,143 | ) | | — | | | — | |
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Purchases / borrowings / amortization / contributions | 1,836 | | | 759 | | | 20,748 | | | — | | | — | | | 747,564 | | | 192,209 | | | 23,594 | | | 43,983 | | | | |
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Sales | — | | | — | | | (7,761 | ) | | — | | | — | | | — | | | — | | | (40,328 | ) | | — | | | — | |
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Paydowns / distributions | (44,099 | ) | | — | | | (6,820 | ) | | (30,185 | ) | | — | | | (244,138 | ) | | — | | | (54,971 | ) | | (647,947 | ) | | — | |
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Repurchases | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (44,221 | ) | | — | |
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Gains: | | | | | | | | | | | | | | | | | | | |
Equity in earnings of unconsolidated ventures | 28,148 | | | 1,479 | | | | | | — | | | — | | | 82,592 | | | 210 | | | — | | | — | | | — | |
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Unrealized gains included in earnings | — | | | — | | | 20,284 | | | — | | | — | | | — | | | — | | | 68,794 | | | — | | | — | |
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Realized gains included in earnings | — | | | — | | | 4,252 | | | — | | | — | | | — | | | — | | | 15,179 | | | — | | | — | |
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Unrealized gain on real estate securities, available for sale included in OCI | — | | | — | | | 18,397 | | | — | | | — | | | — | | | — | | | 3,098 | | | — | | | — | |
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Deconsolidation of N-Star CDOs(4) | — | | | — | | | 830 | | | (78,105 | ) | | — | | | — | | | — | | | 350,886 | | | (1,656,857 | ) | | — | |
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Losses: | | | | | | | | | | | | | | | | | | | |
Unrealized losses included in earnings | — | | | — | | | (16,105 | ) | | 143,360 | | | 11,997 | | | — | | | — | | | (19,523 | ) | | 106,622 | | | 4,030 | |
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Realized losses included in earnings | — | | | — | | | (2,138 | ) | | — | | | — | | | — | | | — | | | (5,601 | ) | | 26,697 | | | — | |
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Unrealized losses on real estate securities, available for sale included in OCI | — | | | — | | | (9,749 | ) | | — | | | — | | | — | | | — | | | (4,138 | ) | | — | | | — | |
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Deconsolidation of N-Star CDOs(4) | — | | | — | | | (9,516 | ) | | — | | | — | | | — | | | — | | | (90,008 | ) | | 556,436 | | | — | |
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Ending balance | $ | 571,903 | | | $ | 194,657 | | | $ | 511,171 | | | $ | 419,253 | | | $ | 213,200 | | | $ | 586,018 | | | $ | 192,419 | | | $ | 484,840 | | | $ | 384,183 | | | $ | 201,203 | |
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Gains (losses) included in earnings attributable to the change in unrealized gains (losses) relating to assets or liabilities still held. | $ | — | | | $ | — | | | $ | 4,179 | | | $ | (143,360 | ) | | $ | (11,997 | ) | | $ | — | | | $ | — | | | $ | 20,746 | | | $ | 93,025 | | | $ | (4,030 | ) |
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____________________________________________________________ |
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-1 | Includes the RXR Equity Interest and RXR Realty preferred equity investment, for which the fair value option was elected. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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-2 | Represents the balance as of January 1, 2014 and 2013 for the periods ended March 31, 2014 and December 31, 2013, respectively. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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-3 | Transfers between Level 2 and Level 3 represent a fair value measurement from a third-party pricing service or broker quotations that have become more or less observable during the period. Transfers are assumed to occur at the beginning of the year. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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-4 | Represents amounts recorded as a result of the deconsolidation of certain N-Star CDOs. Refer to Note 3 for further disclosure. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
There were no transfers, other than those identified in the table above, during the periods ended March 31, 2014 and December 31, 2013. |
The Company relies on the third-party pricing exception with respect to the requirement to provide quantitative disclosures about significant Level 3 inputs being used to determine fair value measurements related to CRE securities (including N-Star CDO bonds), CDO bonds payable and junior subordinated notes. The Company believes such pricing service or broker quotation for such items may be based on a market transaction of comparable securities, inputs including forecasted market rates, contractual terms, observable discount rates for similar securities and credit (such as credit support and delinquency rates). |
For the three months ended March 31, 2014, quantitative information about the Company’s remaining Level 3 fair value measurements on a recurring basis are as follows: |
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| Fair Value | | Valuation Technique | | Key Unobservable Inputs(2) | | Range | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
PE Investments | $ | 571,903 | | | Discounted Cash Flow Model | | Discount Rate | | 18% - 24% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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RXR Investment(1) | $ | 194,657 | | | Discounted Cash Flow Model/Credit Spread | | Discount Rate/Credit Spread | | 7.5% - 12% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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N-Star CDO equity | $ | 142,908 | | | Discounted Cash Flow Model | | Discount Rate | | 18% - 20% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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(1) Includes the RXR Equity Interest and RXR Realty preferred equity investment, for which the fair value option was elected. |
(2) Includes timing and amount of expected future cash flows. |
Significant increases (decreases) in any one of the inputs described above in isolation may result in a significantly different fair value for the financial assets and liabilities using such Level 3 inputs. |
Fair Value Option |
The Company has historically elected to apply the fair value option for the following financial assets and liabilities existing at the time of adoption or at the time the Company recognizes the eligible item for the purpose of consistent accounting application: CRE securities financed in N-Star CDOs; CDO bonds payable; and junior subordinated notes. Given the market volatility in the past few years, the Company has observed that the impact of electing the fair value option would generally result in additional variability to the Company’s consolidated statements of operations which management believes is not a useful presentation for such financial assets and liabilities. Therefore, the Company more recently has not elected the fair value option for new investments in CRE securities and securitization financing transactions. The Company may elect the fair value option for certain of its financial assets or liabilities due to the nature of the instrument. In the case of PE Investments, certain components of the RXR Investment and N-Star CDO equity, the Company elected the fair value option because management believes it is a more useful presentation for such investments. The Company determined recording the PE Investments, certain components of the RXR Investment and N-Star CDO equity based on the change in fair value of projected future cash flow from one period to another better represents the underlying economics of the respective investment. |
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The following table presents the fair value of financial instruments for which the fair value option was elected as of March 31, 2014 and December 31, 2013 (dollars in thousands): |
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| March 31, | | December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2014 | 2013 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Investments in private equity funds | $ | 571,903 | | | $ | 586,018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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RXR Investment(1) | 194,657 | | | 192,419 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Real estate securities, available for sale: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
N-Star CDO equity | 142,908 | | | 158,274 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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CMBS and other securities(2) | 37,736 | | | 30,642 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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CRE securities in N-Star CDOs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CMBS | 486,190 | | | 572,301 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Third-party CDO notes | 23,995 | | | 24,931 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Agency debentures | 31,946 | | | 29,540 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Unsecured REIT debt | 9,511 | | | 9,521 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Trust preferred securities | 5,863 | | | 5,791 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Subtotal real estate securities, available for sale | 738,149 | | | 831,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Total assets | $ | 1,504,709 | | | $ | 1,609,437 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CDO bonds payable | $ | 419,253 | | | $ | 384,183 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Junior subordinated notes | 213,200 | | | 201,203 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Total liabilities | $ | 632,453 | | | $ | 585,386 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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___________________________________________________________ |
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-1 | Includes the RXR Equity Interest and RXR Realty preferred equity investment for which the fair value option was elected. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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-2 | March 31, 2014 excludes 35 CRE securities with an aggregate carrying value of $240.2 million for which the fair value option was not elected. December 31, 2013 excludes 36 CRE securities with an aggregate carrying value of $221.3 million for which the fair value option was not elected. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The following table presents the difference between the fair value and the aggregate principal amount of liabilities, for which the fair value option has been elected as of March 31, 2014 (dollars in thousands): |
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| Fair Value | | Amount | | Difference | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Due Upon | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Maturity | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CDO bonds payable | $ | 419,253 | | | $ | 739,926 | | | $ | (320,673 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Junior subordinated notes | 213,200 | | | 280,117 | | | (66,917 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Total | $ | 632,453 | | | $ | 1,020,043 | | | $ | (387,590 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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The Company attributes the change in the fair value of floating-rate liabilities to changes in instrument-specific credit spreads. For fixed-rate liabilities, the Company attributes the change in fair value to interest rate-related and instrument-specific credit spread changes. |
Change in Fair Value Recorded in the Statements of Operations |
The following table presents unrealized gains (losses) on investments and other related to the change in fair value of financial assets and liabilities in the consolidated statements of operations for the three months ended March 31, 2014 and 2013 (dollars in thousands): |
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| Three Months Ended March 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2014 | | 2013 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Real estate securities, available for sale | $ | 16,189 | | | $ | 96,483 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CDO bonds payable | (143,360 | ) | | (72,284 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Junior subordinated notes | (11,997 | ) | | (9,621 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Subtotal(1) | (139,168 | ) | | 14,578 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Derivatives | 3,953 | | | 15,761 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Total | $ | (135,215 | ) | | $ | 30,339 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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____________________________________________________________ |
(1) Represents financial assets and liabilities for which the fair value option was elected. |
|
The remaining amount of unrealized gains (losses) on investments and other in the consolidated statements of operations relates to net cash payments on interest rate swaps (refer to Note 15). |
As the value of the Company’s outstanding CDO bonds payable increase towards par through a change in fair value, it generates an unrealized loss which is recorded in the consolidated statements of operations. For the three months ended March 31, 2014 and 2013, unrealized losses for CDO bonds payable attributable to paydowns at par, including the deconsolidation of N-Star CDO V, were $15.0 million and $44.6 million, respectively. The remaining amount relates to the change in fair value. |
Fair Value of Financial Instruments |
In addition to the above disclosures regarding financial assets or liabilities which are recorded at fair value, U.S. GAAP requires disclosure of fair value about all financial instruments. The following disclosure of estimated fair value of financial instruments was determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on estimated fair value. |
The following table presents the principal amount, carrying value and fair value of certain financial assets and liabilities as of March 31, 2014 and December 31, 2013 (dollars in thousands): |
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| March 31, 2014 | | December 31, 2013 | | | | | | | | | | | | | | | | |
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| Principal / | | Carrying | | Fair Value | | Principal / | | Carrying | | Fair Value | | | | | | | | | | | | | | | | |
Notional | Value | Notional | Value | | | | | | | | | | | | | | | | |
Amount | | Amount | | | | | | | | | | | | | | | | | |
Financial assets:(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Real estate debt investments, net | $ | 1,202,908 | | | $ | 1,158,058 | | | $ | 1,151,377 | | | $ | 1,085,280 | | | $ | 1,031,078 | | | $ | 1,026,709 | | | | | | | | | | | | | | | | | |
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Real estate securities, available for sale(2) | 1,800,838 | | | 978,381 | | | 978,381 | | | 2,090,726 | | | 1,052,320 | | | 1,052,320 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Derivative assets(2)(3) | 478,688 | | | 1,925 | | | 1,925 | | | 478,688 | | | 3,469 | | | 3,469 | | | | | | | | | | | | | | | | | |
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Financial liabilities:(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Mortgage and other notes payable | $ | 2,110,623 | | | $ | 2,110,623 | | | $ | 2,108,895 | | | $ | 2,133,334 | | | $ | 2,113,334 | | | $ | 2,107,110 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
CDO bonds payable(2) | 739,926 | | | 419,253 | | | 419,253 | | | 970,219 | | | 384,183 | | | 384,183 | | | | | | | | | | | | | | | | | |
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Securitization bonds payable | 82,337 | | | 82,367 | | | 82,500 | | | 82,337 | | | 82,340 | | | 82,517 | | | | | | | | | | | | | | | | | |
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Credit facilities | 62,030 | | | 62,030 | | | 62,030 | | | 70,038 | | | 70,038 | | | 70,038 | | | | | | | | | | | | | | | | | |
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Senior notes | 481,118 | | | 481,118 | | | 481,118 | | | — | | | — | | | — | | | | | | | | | | | | | | | | | |
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Exchangeable senior notes | 224,739 | | | 198,000 | | | 369,118 | | | 543,815 | | | 490,973 | | | 909,601 | | | | | | | | | | | | | | | | | |
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Junior subordinated notes(2) | 280,117 | | | 213,200 | | | 213,200 | | | 280,117 | | | 201,203 | | | 201,203 | | | | | | | | | | | | | | | | | |
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Derivative liabilities(2)(3) | 349,009 | | | 30,717 | | | 30,717 | | | 674,418 | | | 52,204 | | | 52,204 | | | | | | | | | | | | | | | | | |
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____________________________________________________________ |
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-1 | The fair value of other financial instruments not included in this table is estimated to approximate their carrying value. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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-2 | Refer to the “Determination of Fair Value” above for disclosure of methodologies used to determine fair value. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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-3 | Derivative assets and liabilities exclude timing swaps with an aggregate notional amount of $28.0 million as of March 31, 2014 and December 31, 2013. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Disclosure about fair value of financial instruments is based on pertinent information available to management as of the reporting date. Although management is not aware of any factors that would significantly affect fair value, such amounts have not been comprehensively revalued for purposes of these consolidated financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein. |
Real Estate Debt Investments |
For CRE debt investments, fair value was approximated by comparing the current yield to the estimated yield for newly originated loans with similar credit risk or the market yield at which a third party might expect to purchase such investment. Fair value was determined assuming fully-extended maturities regardless of structural or economic tests required to achieve such extended maturities. For any CRE debt investments that are deemed impaired, carrying value approximates fair value. These fair value measurements of CRE debt are generally based on unobservable inputs and, as such, are classified as Level 3 of the fair value hierarchy. |
Mortgage and Other Notes Payable |
For mortgage and other notes payable, the Company primarily uses rates currently available with similar terms and remaining maturities to estimate fair value. These measurements are determined using comparable U.S. Treasury rates as of the end of the reporting period. These fair value measurements are based on observable inputs, and as such, are classified as Level 2 of the fair value hierarchy. |
Securitization Bonds Payable |
Securitization bonds payable are valued using quotations from nationally recognized financial institutions that generally acted as underwriter for the transactions. These quotations are not adjusted and are generally based on observable inputs that can be validated, and as such, are classified as Level 2 of the fair value hierarchy. |
Credit Facilities |
The Company has amounts outstanding under both of its credit facilities. All credit facilities bear floating rates of interest. As of the reporting date, the Company believes the carrying value approximates fair value. These fair value measurements are based on observable inputs, and as such, are classified as Level 2 of the fair value hierarchy. |
Senior Notes |
The senior notes were issued March 31, 2014 and have a maturity date of September 30, 2014. The Company believes the carrying value approximates fair value. These fair value measurements are classified as Level 2 of the fair value hierarchy. |
Exchangeable Senior Notes |
For the exchangeable senior notes, the Company uses available market information, which includes quoted market prices or recent transactions, if available, to estimate their fair value and are, therefore, based on observable inputs, and as such, are classified as Level 2 of the fair value hierarchy. |