| Summary of Significant Accounting Policies | 9 Months Ended |
| Sep. 30, 2013 |
| Summary of Significant Accounting Policies | ' |
| Summary of Significant Accounting Policies | ' |
| 2. Summary of Significant Accounting Policies |
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| Balance Sheet Presentation of LNR Variable Interest Entities |
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| The acquisition of LNR substantially changed the presentation of our financial statements in accordance with generally accepted accounting principles (“GAAP”). As noted above, LNR operates a finance business that acquires unrated, investment grade and non-investment grade rated CMBS. These securities represent interests in securitization structures (commonly referred to as special purpose entities, or “SPEs”). These SPEs are structured as pass through entities that receive principal and interest on the underlying collateral and distribute those payments to the certificate holders. Under GAAP, SPEs typically qualify as variable interest entities (“VIEs”). These are entities that, by design, either (1) lack sufficient equity to permit the entity to finance its activities without additional subordinated financial support from other parties, or (2) have equity investors that do not have the ability to make significant decisions relating to the entity’s operations through voting rights, or do not have the obligation to absorb the expected losses, or do not have the right to receive the residual returns of the entity. |
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| Because LNR often serves as the special servicer of the trusts in which they invest, consolidation of these structures is required pursuant to the accounting guidance outlined in detail below. This results in a consolidated balance sheet which presents the gross assets and liabilities of the SPEs. The assets and other instruments held by these SPEs are restricted and can only be used to fulfill the obligations of the entity. Additionally, the obligations of the SPEs do not have any recourse to the general credit of any other consolidated entities, nor to us as the consolidator of these SPEs. |
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| The SPE liabilities initially represent investment securities on our balance sheet (pre-consolidation). Upon consolidation of these VIEs, our associated investment securities and any associated components of equity, such as unrealized holding gains or losses or OTTI are eliminated, as is the interest income and any impairment losses related to those securities. Similarly, the fees we earn in our roles as special servicer of the bonds issued by the consolidated VIEs or as collateral administrator of the consolidated VIEs are also eliminated. Finally, an allocable portion of the identified servicing intangible associated with the eliminated fee streams is eliminated in consolidation. |
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| Please refer to the segment presentation in Note 24 for a presentation of the LNR business without consolidation of these VIEs. |
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| Basis of Accounting and Principles of Consolidation |
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| The accompanying condensed consolidated financial statements include our accounts and those of our consolidated subsidiaries. Our results include those of LNR for the period from April 19, 2013 (LNR acquisition date) through September 30, 2013 (the “LNR Stub Period”). Intercompany amounts have been eliminated. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows have been included. |
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| These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the “Form 10-K”), as filed with the Securities and Exchange Commission (“SEC”). The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the operating results for the full year. |
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| Refer to our Form 10-K for a description of our recurring accounting policies. We have included disclosure in this Note 2 regarding principles of consolidation and other accounting policies that either (i) became significant as a result of our acquisition of LNR, or (ii) became significant due to an increase in the significance of the underlying business activity. |
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| Entities not deemed to be variable interest entities (“VIEs”) are consolidated if we own a majority of the voting securities or interests or hold the general partnership interest, except in those instances in which the minority voting interest owner or limited partner effectively participates through substantive participative rights. Substantive participative rights include the ability to select, terminate and set compensation of the investee’s management, if applicable, and the ability to participate in capital and operating decisions of the investee, including budgets, in the ordinary course of business. |
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| We invest in entities with varying structures, many of which do not have voting securities or interests, such as general partnerships, limited partnerships, and limited liability companies. In many of these structures, control of the entity rests with the general partners or managing members, while other members hold passive interests. The general partner or managing member may hold anywhere from a relatively small percentage of the total financial interests to a majority of the financial interests. For entities not deemed to be VIEs, where we serve as the sole general partner or managing member, we are considered to have the controlling financial interest and therefore the entity is consolidated, regardless of our financial interest percentage, unless there are other limited partners or investing members that effectively participate through substantive participative rights. In those circumstances where we, as majority controlling interest owner, cannot cause the entity to take actions that are significant in the ordinary course of business, because such actions could be vetoed by the minority controlling interest owner, we do not consolidate the entity. |
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| As noted above, the most common type of VIE is an SPE. SPEs are commonly used in securitization transactions in order to isolate certain assets and distribute the cash flows from those assets to investors. SPEs are an important part of the financial markets, including the mortgage- and asset-backed securities and commercial paper markets, as they provide market liquidity by facilitating investors’ access to specific portfolios of assets and risks. SPEs may be organized as trusts, partnerships or corporations and are typically established for a single, discrete purpose. SPEs are not typically operating entities and usually have a limited life and no employees. The basic SPE structure involves a company selling assets to the SPE; the SPE funds the purchase of those assets by issuing securities to investors. The legal documents that govern the transaction specify how the cash earned on the assets must be allocated to the SPE’s investors and other parties that have rights to those cash flows. SPEs are generally structured to insulate investors from claims on the SPE’s assets by creditors of other entities, including the creditors of the seller of the assets. |
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| When we consolidate entities other than SPEs, the ownership interests of any minority parties are reflected as non-controlling interests. A non-controlling interest in a consolidated subsidiary is defined as “the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent”. Non-controlling interests are presented as a separate component of equity in the consolidated balance sheets. In addition, the presentation of net income attributes earnings to controlling and non-controlling interests. |
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| When we consolidate SPEs, beneficial interests payable to third parties are reflected as liabilities when the interests are legally issued in the form of debt. Investments in entities which are not consolidated are accounted for by the equity method or by the cost method if either our investment is considered to be minor or we lack significant influence over the investee. |
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| Variable Interest Entities |
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| We evaluate all of our interests in VIEs for consolidation. When our interests are determined to be variable interests, we assess whether we are deemed to be the primary beneficiary of the VIE. The primary beneficiary of a VIE is required to consolidate the VIE. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation, defines the primary beneficiary as the party that has both (i) the power to direct the activities of the VIE that most significantly impact its economic performance, and (ii) the obligation to absorb losses and the right to receive benefits from the VIE which could be potentially significant. We consider our variable interests as well as any variable interests of our related parties in making this determination. Where both of these factors are present, we are deemed to be the primary beneficiary and we consolidate the VIE. Where either one of these factors is not present, we are not the primary beneficiary and do not consolidate the VIE. |
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| To assess whether we have the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, we consider all facts and circumstances, including our role in establishing the VIE and our ongoing rights and responsibilities. This assessment includes first, identifying the activities that most significantly impact the VIE’s economic performance; and second, identifying which party, if any, has power over those activities. In general, the parties that make the most significant decisions affecting the VIE or have the right to unilaterally remove those decision makers are deemed to have the power to direct the activities of a VIE. |
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| To assess whether we have the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, we consider all of our economic interests, including debt and equity investments, servicing fees, and other arrangements deemed to be variable interests in the VIE. This assessment requires that we apply judgment in determining whether these interests, in the aggregate, are considered potentially significant to the VIE. Factors considered in assessing significance include: the design of the VIE, including its capitalization structure; subordination of interests; payment priority; relative share of interests held across various classes within the VIE’s capital structure; and the reasons why the interests are held by us. |
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| Our purchased investment securities include CMBS which are unrated and non-investment grade rated securities issued by CMBS trusts. In certain cases, we may contract to provide special servicing activities for these CMBS trusts, or, as holder of the controlling class, we may have the right to name and remove the special servicer for these trusts. In our role as special servicer, we provide services on defaulted loans within the trusts, such as foreclosure or work-out procedures, as permitted by the underlying contractual agreements. In exchange for these services, we receive a fee. These rights give us the ability to direct activities that could significantly impact the trust’s economic performance. However, in those instances where an unrelated third party has the right to unilaterally remove us as special servicer, we do not have the power to direct activities that most significantly impact the trust’s economic performance. We evaluated all of our positions in such investments for consolidation. |
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| For VIEs in which we are determined to be the primary beneficiary, all of the underlying assets, liabilities and equity of the structures are recorded on our books, and the initial investment, along with any associated unrealized holding gains and losses, are eliminated in consolidation. Similarly, the interest income earned from these structures, as well as the fees paid by these trusts to us in our capacity as special servicer, are eliminated in consolidation. Further, an allocable portion of the identified servicing intangible asset associated with the servicing fee streams, and the corresponding allocable amortization or change in fair value of the servicing intangible asset are also eliminated in consolidation. |
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| We perform ongoing reassessments of: (1) whether any entities previously evaluated under the majority voting interest framework have become VIEs, based on certain events, and therefore subject to the VIE consolidation framework, and (2) whether changes in the facts and circumstances regarding our involvement with a VIE causes our consolidation conclusion regarding the VIE to change. |
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| We have elected the fair value option in measuring the assets and liabilities of any VIEs we consolidate. Fluctuations in the fair values of the VIE assets and liabilities, along with trust interest income and trust interest and administrative expenses, are presented net in income of consolidated VIEs in our condensed consolidated statements of operations. |
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| Segment Reporting |
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| Prior to the acquisition of LNR, we focused primarily on originating and acquiring real estate-related debt investments and operated in one reportable segment. As a result of the acquisition of LNR, as well as the increased significance of our single family home business, we now have the following three reportable segments: real estate investment lending, single family residential, and LNR. Refer to Note 24 for further discussion of our reportable segments. |
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| Business Combinations |
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| Under FASB ASC Topic 805, Business Combinations, the acquirer in a business combination must recognize, with certain exceptions, the fair values of assets acquired, liabilities assumed, and non-controlling interests when the acquisition constitutes a change in control of the acquired entity. As goodwill is calculated as a residual, all goodwill of the acquired business, not just the acquirer’s share, is recognized under this “full goodwill” approach. |
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| We applied the provisions of ASC 805 in accounting for our acquisition of LNR. In doing so, we recorded provisional amounts for certain items as of the date of the acquisition, including the fair value of certain assets and liabilities. During the measurement period, a period which shall not exceed one year, we retrospectively adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of such date that, if known, would have affected the measurement of the amounts recognized. See further discussion in Note 3. |
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| Goodwill and Intangible Assets |
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| Goodwill is not amortized, but rather tested for impairment annually or more frequently if events or changes in circumstances indicate potential impairment. Goodwill at September 30, 2013 represents the excess of the consideration paid in connection with the acquisition of LNR over the fair value of net assets acquired. |
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| In testing goodwill for impairment, we follow ASC Topic 350, Intangibles — Goodwill and Other, which permits a qualitative assessment of whether it is more likely than not that the fair value of a reporting unit is less than its carrying value including goodwill. If the qualitative assessment determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying value including goodwill, then no impairment is determined to exist for the reporting unit. However, if the qualitative assessment determines that it is more likely than not that the fair value of the reporting unit is less than its carrying value including goodwill, we compare the fair value of that reporting unit with its carrying value, including goodwill. If the carrying value of a reporting unit exceeds its fair value, goodwill is considered impaired with the impairment loss equal to the amount by which the carrying value of the goodwill exceeds the implied fair value of that goodwill. |
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| Our identifiable intangible assets include special servicing rights for both our domestic and European servicing operations. The fair value measurement method has been elected for measurement of our domestic servicing asset. Election of this method is necessary to conform to our election of the fair value option for measuring the assets and liabilities of the VIEs consolidated pursuant to ASC 810. The amortization method has been elected for our European servicing asset. This asset is amortized in proportion to and over the period of estimated net servicing income, and is tested for potential impairment whenever events or changes in circumstances suggest that its carrying value may not be recoverable. |
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| For purposes of testing our European servicing intangible for impairment, we first determine whether facts and circumstances exist that would suggest the carrying value of the intangible is not recoverable. If so, we then compare the fair value of the servicing intangible with its carrying value. The estimated fair value of the intangible is determined using discounted cash flow modeling techniques which require management to make estimates regarding future net servicing cash flows, taking into consideration historical and forecasted loan defeasance rates, delinquency rates and anticipated maturity defaults. If the carrying value of the intangible exceeds its fair value, the intangible is considered impaired and an impairment loss is recognized for the amount by which carrying value exceeds fair value. |
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| Loans Held-For-Sale |
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| Our loans that we intend to sell or liquidate in the short-term are classified as held-for-sale and are carried at the lower of amortized cost or fair value, unless we have elected to apply the fair value option at origination or purchase. Refer to Note 21 for further disclosure regarding loan transfer activity. The conduit business we acquired from LNR originates fixed rate commercial mortgage loans for future sale to multi-seller securitization trusts. We periodically enter into derivative financial instruments to hedge unpredictable changes in fair value of this loan portfolio, including changes resulting from both interest rates and credit quality. Because these derivatives are not designated, changes in their fair value are recorded in earnings. In order to best reflect the results of the hedged loan portfolio in earnings, we have elected the fair value option for these loans. As a result, changes in the fair value of the loans are also recorded in earnings. |
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| Fair Value Option |
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| The guidance in ASC 825, Financial Instruments, provides a fair value option election that allows entities to make an irrevocable election of fair value as the initial and subsequent measurement attribute for certain eligible financial assets and liabilities. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. The decision to elect the fair value option is determined on an instrument by instrument basis and must be applied to an entire instrument and is irrevocable once elected. Assets and liabilities measured at fair value pursuant to this guidance are required to be reported separately in our consolidated balance sheets from those instruments using another accounting method. |
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| We have elected the fair value option for eligible financial assets and liabilities of our consolidated VIEs, loans held-for-sale originated by LNR’s conduit platform, purchased CMBS issued by VIEs we could consolidate in the future and certain investments in marketable equity securities. The fair value elections for VIE and securitization related items were made in order to mitigate accounting mismatches between the carrying value of the instruments and the related assets and liabilities that we consolidate at fair value. The fair value elections for mortgage loans held-for-sale originated by LNR’s conduit platform were made due to the short-term nature of these instruments. The fair value elections for investments in marketable equity securities were made because the shares are listed on an exchange, which allows us to determine the fair value using a quoted price from an active market. |
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| Fair Value Measurements |
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| We measure our mortgage-backed securities, derivative assets and liabilities, domestic servicing rights intangible asset and any assets or liabilities where we have elected the fair value option at fair value. When actively quoted observable prices are not available, we either use implied pricing from similar assets and liabilities or valuation models based on net present values of estimated future cash flows, adjusted as appropriate for liquidity, credit, market and/or other risk factors. |
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| As discussed above, we measure the assets and liabilities of consolidated VIEs at fair value pursuant to our election of the fair value option. The VIEs in which we invest are “static”; that is, no reinvestment is permitted, and there is no active management of the underlying assets. In determining the fair value of the assets and liabilities of the VIE, we maximize the use of observable inputs over unobservable inputs. We also acknowledge that our principal market for selling CMBS assets is the securitization market where the market participant is considered to be a CMBS trust or a collateralized debt obligation (“CDO”). This methodology results in the fair value of the assets of a static CMBS trust being equal to the fair value of its liabilities. |
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| Residential Real Estate & Non-Performing Residential Loans |
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| Residential Real Estate |
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| Acquired residential real estate is evaluated to determine whether it meets the definition of a business or of an asset under GAAP. For asset acquisitions, we capitalize (1) pre-acquisition costs to the extent such costs would have been capitalized had we owned the asset when the cost was incurred, and (2) closing and other direct acquisition costs. We then allocate the total asset acquisitions cost among land, building and furniture and fixtures, based on their relative fair values, generally utilizing the relative allocation that was contained in the property tax assessment of the same or a similar property, adjusted as deemed necessary. |
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| If, at acquisition, a property needs to be renovated before it is ready for its intended use, we commence the necessary development activities. During this development period, we capitalize all direct and indirect costs incurred in renovating the property. Once a property is ready for its intended use, expenditures for ordinary maintenance and repairs thereafter are expensed as incurred, and we capitalize expenditures that improve or extend the life of a home and for furniture, fixtures and equipment. |
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| We begin depreciating properties to be held and used when they are ready for their intended use. We compute depreciation using the straight-line method over the estimated useful lives of the respective assets. We depreciate buildings over 30 years, and we depreciate furniture and fixtures over five years. Land is not depreciated. |
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| Properties are classified as held for sale when they meet the applicable GAAP criteria, including that the property is being listed for sale and that it is ready to be sold in its current condition. Held for sale properties are reported at the lower of their carrying amount or estimated fair value less costs to sell. |
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| We evaluate our properties to be held and used for indications of impairment at least quarterly, typically in connection with preparing the quarter-end financial statements. We assess impairment at the lowest level for which cash flows are available, which is on a per-property basis. If an impairment indicator exists, we compare the property’s expected future undiscounted cash flows to the carrying amount of the property. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the property, we record an impairment charge equal to the excess of the property’s carrying amount over the estimated fair value. In estimating fair value, we primarily consider the local broker price opinion, but also consider any other comparable home sales or other market data, as necessary. |
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| Non-Performing Residential Loans |
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| We have purchased pools of distressed and non-performing residential mortgage loans, which we generally seek to (1) convert into homes through the foreclosure or other resolution process that can then either be contributed to our rental portfolio or sold or, to a lesser extent, (2) modify and hold or resell at higher prices if circumstances warrant. In situations where property foreclosure is subject to an auction process and a third party submits the winning bid, we recognize the resulting gain as a gain on the sale of loans held for investment. |
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| Our distressed and non-performing residential mortgage loans are on nonaccrual status at the time of purchase as it is probable that principal or interest is not fully collectible. Any payments received thereafter are applied as a reduction to the remaining principal balance as long as concern exists as to the ultimate collection of amounts contractually due. |
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| We evaluate our non-performing residential mortgage loans for impairment at least quarterly, typically in connection with preparing the quarter-end financial statements. As our loans held for investment were non-performing when acquired, we generally look to the estimated fair value of the underlying property collateral to assess the recoverability of our investments. As described in our real estate accounting policy above, we primarily utilize the local broker price opinion, but also consider any other comparable home sales or other market data as considered necessary, in estimating a property’s fair value. If the carrying amount of a loan exceeds the estimated fair value of the underlying collateral, we will record an impairment loss for the difference between the estimated fair value of the property collateral and the carrying amount of the loan. Through September 30, 2013, no impairments have been recorded on any of our loans. |
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| Revenue Recognition |
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| Interest Income |
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| Interest income on performing loans and financial instruments is accrued based on the outstanding principal amount and contractual terms of the instrument. Discounts or premiums associated with the purchase of non-performing loans and investment securities are amortized or accreted into interest income as a yield adjustment on the effective interest method, based on expected cash flows through the expected maturity date of the investment. On at least a quarterly basis, we review and, if appropriate, make adjustments to our cash flow projections. For loans and CMBS in which we expect to collect all contractual amounts due, we do not adjust the projected cash flows to reflect anticipated credit losses. |
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| Conversely, for the majority of our RMBS, which have been purchased at a discount to par value, we do not expect to collect all amounts contractually due at the time we acquired the securities. Accordingly, we expect that a portion of the purchase discount will not be recognized as interest income, and is instead viewed as a non-accretable yield. The amount considered as non-accretable yield may change over time based on the actual performance of these securities, their underlying collateral, actual and projected cash flow from such collateral, economic conditions and other factors. If the performance of a credit deteriorated security is more favorable than forecasted, we will generally accrete more credit discount into interest income than initially or previously expected. These adjustments are made prospectively beginning in the period subsequent to the determination that a favorable change in performance is projected. Conversely, if the performance of a credit deteriorated security is less favorable than forecasted, an other-than-temporary impairment may be taken, and the amount of discount accreted into income will generally be less than previously expected. |
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| For loans where we have not elected the fair value option, origination fees and direct loan origination costs are also recognized in interest income over the loan term as a yield adjustment using the effective interest method. When we elected the fair value option, origination fees and direct loan costs are recorded directly in income and are not deferred. |
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| Upon the sale of loans or securities which are not accounted for pursuant to the fair value option, the excess (or deficiency) of net proceeds over the net carrying value of such loans or securities is recognized as a realized gain (or loss). |
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| Servicing Fees |
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| We typically seek to be the special servicer on CMBS transactions in which we invest. When we are appointed to serve in this capacity, we earn special servicing fees from the related activities performed, which consist primarily of overseeing the workout of under-performing and non-performing loans underlying the CMBS transactions. These fees are recognized in income in the period in which the services are performed and the revenue recognition criteria have been met. |
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| Transfers |
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| Transfers of investment securities, mortgage loans, and investments in unconsolidated entities are accounted for as sales pursuant to the accounting guidance governing transfers and servicing of financial assets, providing that we have surrendered control over the assets and to the extent that we received consideration other than beneficial interests in the assets. The cost of assets sold is based on the specific identification method. |
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| We recognize sales of residential real estate when the sale has closed, title has passed, adequate initial and continuing investment by the buyer is received, possession and other attributes of ownership have been transferred to the buyer, and we are not obligated to perform significant additional activities after closing. All these conditions are typically met at or shortly after closing. |
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| Rental Income |
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| Rental income attributable to residential leases is recorded when due from tenants, which approximates the amount that would result from straight-lining rents over the lease term. The initial term of our residential leases is generally one year, with renewals upon consent of both parties on an annual or monthly basis. |
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| Investment in Unconsolidated Entities |
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| We own non-controlling equity interests in various privately-held partnerships and limited liability companies. Unless we elect the fair value option under ASC 825, we use the cost method to account for investments in which we own less than 20% and do not have significant influence over the underlying investees. We use the equity method to account for all other non-controlling interests in partnerships and limited liability companies. Cost method investments are initially recorded at cost and income is generally recorded when distributions are received. Equity method investments are initially recorded at cost and subsequently adjusted for our share of income or loss, as well as contributions made or distributions received. |
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| Investments in unconsolidated entities are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is measured based on the excess of the carrying amount of an investment over its estimated fair value. Impairment analyses are based on current plans, intended holding periods and available information at the time the analyses are prepared. |
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| For investments in publicly traded companies where we have virtually no influence over the activities of these companies and minimal ownership percentages, such investments are classified as available-for-sale and reported at fair value in the balance sheet, with unrealized gains and losses reported as a component of other comprehensive income (loss). For investments in publicly traded securities where we have the ability to exercise significant influence, but not control, over underlying investees, we have elected the fair value option and report the assets at fair value on the balance sheet with unrealized gains and losses reported in earnings. Dividends on our available-for-sale equity securities are recorded in the statement of operations on the record date. |
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| Securitization/Sale and Financing Arrangements |
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| We periodically sell our financial assets, such as commercial mortgage loans, CMBS and other assets. In connection with these transactions, we may retain or acquire senior or subordinated interests in the related assets. Gains and losses on such transactions are recognized using the guidance in ASC Topic 860, Transfers and Servicing, which is based on a financial components approach that focuses on control. Under this approach, after a transfer of financial assets that meets the criteria for treatment as a sale—legal isolation, ability of transferee to pledge or exchange the transferred assets without constraint, and transferred control—an entity recognizes the financial assets it retains and any liabilities it has incurred, derecognizes the financial assets it has sold, and derecognizes liabilities when extinguished. We determine the gain or loss on sale of the assets by allocating the carrying value of the sold asset between the sold asset and the interests retained based on their relative fair values, as applicable. The gain or loss on sale is the difference between the cash proceeds from the sale and the amount allocated to the sold asset. If the sold asset is being accounted for pursuant to the fair value option, there is no gain or loss. |
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| Income Taxes |
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| The Company has elected to be qualified and taxed as a REIT under the Code. The Company is subject to federal income taxation at corporate rates on its REIT taxable income, however, the Company is allowed a deduction for the amount of dividends paid to its shareholders, thereby subjecting the distributed net income of the Company to taxation at the shareholder level only. In addition, the Company is allowed several other deductions in computing its REIT taxable income, including non-cash items such as depreciation expense and certain specific reserve amounts that the Company deems to be uncollectable. The Company intends to operate in a manner consistent with and to elect to be treated as a REIT for tax purposes. |
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| Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company evaluates the realizability of its deferred tax assets and recognizes a valuation allowance if, based on the available evidence, both positive and negative, it is more likely than not that some portion or all of its deferred tax assets will not be realized. When evaluating the realizability of its deferred tax assets, the Company considers, among other matters, estimates of expected future taxable income, nature of current and cumulative losses, existing and projected book/tax differences, tax planning strategies available, and the general and industry specific economic outlook. This realizability analysis is inherently subjective, as it requires the Company to forecast its business and general economic environment in future periods. |
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| We recognize tax positions in the financial statements only when it is more likely than not that the position will be sustained upon examination of the relevant taxing authority, based on the technical merits of the tax position. A tax position is measured at the largest amount of benefit that will more likely than not be realized upon settlement. A liability is established for the differences between positions taken in a tax return and amounts recognized in the financial statements and no portion of the benefit is recognized in our condensed consolidated statements of operations. We report interest and penalties related to income tax matters as a component of income tax expense. |
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| Foreign Currency Transactions |
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| Our assets and liabilities denominated in foreign currencies are translated into U.S. dollars using foreign currency exchange rates at the end of the reporting period. Income and expenses are translated at the average exchange rates for each reporting period. The effects of translating the assets, liabilities and income of our foreign investments held by entities with a U.S. dollar functional currency are included in foreign currency gain (loss) in the condensed consolidated statements of operations or other comprehensive income for securities available for sale for which the fair value option has not been elected. The effects of translating the assets, liabilities and income of our foreign investments held by entities with functional currencies other than the U.S. dollar are included in other comprehensive income. Realized foreign currency gains and losses and changes in the value of foreign currency denominated monetary assets and liabilities are included in the determination of net income and are reported as foreign currency gain (loss) in our condensed consolidated statements of operations. |
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| Earnings Per Share |
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| We calculate basic earnings per share by dividing net income attributable to the Company for the period by the weighted-average of shares of common stock outstanding for that period after consideration of the earnings allocated to our restricted stock units, which are participating securities as defined in GAAP. Diluted earnings per share reflects the potential dilution that that could occur from shares issuable in connection with the incentive fee paid to our Manager under the management agreement and conversion of the convertible senior notes into shares of common stock, except when doing so would be anti-dilutive. |
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| Underwriting Commissions and Offering Costs |
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| Underwriting and offering costs related to our equity offering activities, which consist primarily of our equity offerings in September 2013, April 2013 and October 2012 as well as our at-the-market offering program, were $0.3 million and $1.0 million for the three and nine months ended September 30, 2013, respectively, and are reflected as a reduction of additional paid-in capital in the condensed consolidated statements of equity. Underwriting and offering costs were $2.3 million and $2.3 million for the three and nine months ended September 30, 2012, respectively. |
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| Use of Estimates |
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| The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The most significant and subjective estimate that we make is the projection of cash flows we expect to receive on our investments, which has a significant impact on the amounts of interest income, credit losses (if any), and fair values that we record and/or disclose. In addition, the fair value of financial instruments that are estimated using a discounted cash flows method are significantly impacted by the rates at which we estimate market participants would discount the expected cash flows. |
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| Reclassification |
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| As a result of the LNR acquisition as well as the increased significance of our single family home segment as discussed above (also refer to Note 24), certain items in our December 31, 2012 consolidated balance sheet and condensed consolidated statements of operations for the three and nine months ended September 30, 2012 as well as in our condensed consolidated statements of cash flows for the nine months ended September 30, 2012, have been reclassified to conform to the current presentation. The tables below describe the reclassifications to these respective financial statements: |
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| December 31, 2012 Consolidated Balance Sheet (amounts in thousands) |
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| Financial Statement Caption | | Amount As | | Reclassification | | Amount as | |
| Previously | Adjustment | Adjusted |
| Reported | | |
| Mortgage-backed securities, available-for-sale, at fair value | | 862,587 | | (862,587 | )(a) | — | |
| Investment securities | | — | | 862,587 | (a) | | |
| | | | 21,667 | (b) | 884,254 | |
| Other investments | | 221,983 | | (21,667 | )(b) | | |
| | | | (167,998 | )(c) | | |
| | | | (32,318 | )(d) | — | |
| Residential real estate, net | | — | | 99,115 | (c) | 99,115 | |
| Non-performing residential loans | | — | | 68,883 | (c) | 68,883 | |
| Investment in unconsolidated entities | | — | | 32,318 | (d) | 32,318 | |
| Accounts payable, accrued expenses and other liabilities | | — | | 21,204 | (e) | | |
| | | | 8,890 | (e) | 30,094 | |
| Accounts payable and accrued expenses | | 8,890 | | (8,890 | )(e) | — | |
| Other liabilities | | 21,204 | | (21,204 | )(e) | — | |
|
| (a) Mortgage-backed securities, available-for-sale, at fair value are now included in “Investment securities,” which is a new caption in the September 30, 2013 balance sheet. |
| (b) There were $21.7 million of marketable equity securities reported within “Other investments” as of December 31, 2012, which are now classified as “Investment securities,” a new caption in the September 30, 2013 balance sheet. |
| (c) Our investments in residential real estate and non-performing residential loans have increased significantly during 2013, and are now separately reported in the September 30, 2013 balance sheet. Such amounts were classified within “Other investments” as of December 31, 2012. |
| (d) Represents investments in unconsolidated entities that were classified within “Other investments” as of December 31, 2012. Such investments are now reported within “Investment in unconsolidated entities,” which is a new caption in the September 30, 2013 balance sheet. |
| (e) We have combined accounts payable, accrued expenses and other liabilities into one caption in the September 30, 2013 balance sheet. Other liabilities were presented separately in the December 31, 2012 balance sheet. |
|
| Given the nature and significance of LNR’s operations, we removed the “Net interest margin,” subtotal from our condensed consolidated statement of operations, with interest income now included in a new “total revenues” subtotal, and interest expense now included within the new “Total costs and expenses” subtotal. The tables below describe the reclassification adjustments made to specific financial statement captions. |
|
| Condensed Consolidated Statements of Operations for the Nine Months Ended September 30, 2012 |
| (amounts in thousands) |
|
| Financial Statement Caption | | Amount As | | Reclassification | | Amount as | |
| Previously | Adjustment | Adjusted |
| Reported | | |
| Other revenues | | — | | 180 | (a) | 180 | |
| Interest income from cash balances | | 180 | | (180 | )(a) | — | |
| Earnings from unconsolidated entities | | — | | 2,739 | (b) | 2,739 | |
| Rental income | | — | | 59 | (b) | 59 | |
| Residential segment, other operating costs | | — | | 327 | (b) | 327 | |
| Depreciation and amortization | | — | | 78 | (b) | 78 | |
| Other income | | 2,923 | | (2,393 | )(b) | 530 | |
| Net gains (losses) on currency hedges | | (10,392 | ) | 10,392 | (c) | — | |
| Net gains (losses) on interest rate hedges | | 608 | | (608 | )(c) | — | |
| Loss on derivative financial instruments | | — | | (9,784 | )(c) | (9,784 | ) |
| Net realized foreign currency gains (losses) | | 8,515 | | (8,515 | )(d) | — | |
| Unrealized foreign currency remeasurement gains | | 2,707 | | (2,707 | )(d) | — | |
| Foreign currency gain, net | | — | | 11,222 | (d) | 11,222 | |
|
| Condensed Consolidated Statements of Operations for the Three Months Ended September 30, 2012 |
| (amounts in thousands) |
|
| Financial Statement Caption | | Amount As | | Reclassification | | Amount as | |
| Previously | Adjustment | Adjusted |
| Reported | | |
| Other revenues | | — | | 66 | (a) | 66 | |
| Interest income from cash balances | | 66 | | (66 | )(a) | — | |
| Earnings from unconsolidated entities | | — | | 787 | (b) | 787 | |
| Rental income | | — | | 59 | (b) | 59 | |
| Residential segment, other operating costs | | — | | 327 | (b) | 327 | |
| Depreciation and amortization | | — | | 78 | (b) | 78 | |
| Other income | | 621 | | (441 | )(b) | 180 | |
| Net gains (losses) on currency hedges | | (7,510 | ) | 7,510 | (c) | — | |
| Net gains (losses) on interest rate hedges | | (51 | ) | 51 | (c) | — | |
| Loss on derivative financial instruments | | — | | (7,561 | )(c) | (7,561 | ) |
| Net realized foreign currency gains (losses) | | (337 | ) | 337 | (d) | — | |
| Unrealized foreign currency remeasurement gains (losses) | | 7,062 | | (7,062 | )(d) | — | |
| Foreign currency gain, net | | — | | 6,725 | (d) | 6,725 | |
|
| (a) Interest income from cash balances has been reclassified into “Other revenues,” a new caption in the income statement for the three and nine months ended September 30, 2013. |
| (b) Earnings from unconsolidated entities and various other items are now separate captions in the income statement for the three and nine months ended September 30, 2013. We previously classified such items for the three and nine months ended September 30, 2012, within “Other income.” |
| (c) The amounts in “Net gains (losses) on currency hedges” and “Net gains (losses) on interest rate hedges” have been reclassified into “Loss on derivative financial instruments,” a new caption in the income statement for the three and nine months ended September 30, 2013. |
| (d) The amounts in “Net realized foreign currency gains (losses) and “Unrealized foreign currency remeasurement gains (losses)” have been reclassified into “Foreign currency gain, net,” which is a new caption in the income statement for the three and nine months ended September 30, 2013. |
|
| Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2012 |
| (amounts in thousands) |
|
| Financial Statement Caption | | Amount As | | Reclassification | | Amount as | |
| Previously | Adjustment | Adjusted |
| Reported | | |
| Gain on sale of available-for-sale securities | | (12,097 | ) | 12,097 | (a) | — | |
| Gain on sale of loans | | (7,177 | ) | 7,177 | (a) | — | |
| Gain on sale of investments | | — | | (19,274 | )(a) | (19,274 | ) |
| | | | | | | |
| Unrealized gains (losses) on interest rate hedges | | (9,991 | ) | 9,991 | (b) | — | |
| Unrealized losses on currency hedges | | 13,319 | | (13,319 | )(b) | — | |
| Change in fair value of derivatives | | — | | 3,328 | (b) | 3,328 | |
| | | | | | | |
| Gain on foreign currency remeasurement | | (8,809 | ) | 8,809 | (c) | — | |
| Unrealized foreign currency remeasurement losses (gains) | | (2,707 | ) | 2,707 | (c) | — | |
| Foreign currency gain, net | | — | | (11,516 | )(c) | (11,516 | ) |
| | | | | | | |
| Purchased interest on investments | | (638 | ) | 638 | (d) | — | |
| Origination and purchase of loans held-for-investment | | (942,692 | ) | (638 | )(d) | (943,330 | ) |
| | | | | | | |
| Loan maturities | | 460,789 | | (460,789 | )(e) | — | |
| Loan investment principal repayments | | 33,518 | | (33,518 | )(e) | — | |
| Proceeds from principal collections on loans | | — | | 494,307 | (e) | 494,307 | |
|
| (a) We have combined “Gain on sale of available-for-sale securities” and “Gain on sale of loans” into “Gain on sale of investments,” a new caption in our cash flow statement for the nine months ended September 30, 2013. |
| (b) We have combined “Unrealized gains (losses) on interest rate hedges” and “Unrealized (gains) losses on currency hedges” into “Change in fair value of derivatives,” which is a new caption in our cash flow statement for the nine months ended September 30, 2013. |
| (c) We have combined “Gain on foreign currency remeasurement” and “Unrealized foreign currency remeasurement losses (gains)” into “Foreign currency gain, net,” which is a new caption in our cash flow statement for the nine months ended September 30, 2013. |
| (d) We have combined “Purchased interest on investments” into “Origination and purchase of loans held-for-investment.” |
| (e) We have combined “Loan maturities” and “Loan investment principal repayments” into “Proceeds from principal collections on loans,” which is a new caption in our cash flow statement for the nine months ended September 30, 2013. |
|
| Recent Accounting Developments |
|
| As noted above, the consolidation of securitization VIEs has a significant impact on our balance sheet and statement of operations presentation on a GAAP basis. Also as noted above, we measure the assets and liabilities of consolidated VIEs at fair value pursuant to our election of the fair value option. In doing so, we maximize the use of observable inputs over unobservable inputs, which results in the fair value of the assets of a static CMBS trust, or collateralized financing entity (“CFE”), being equal to the fair value of its liabilities. |
|
| On July 19, 2013, the Financial Accounting Standards Board (“FASB”) issued an exposure draft (“ED”) related to Emerging Issues Task Force (“EITF”) Issue No. 12-G, Accounting for the Difference Between the Fair Value of Assets and Liabilities of a Consolidated Collateralized Financing Entity. The ED attempts to address diversity in practice related to the measurement of a CFE’s assets and liabilities at fair value. In doing so, the ED indicates that the fair value measurement of a CFE’s financial liabilities should be consistent with the fair value measurement of its financial assets. This is consistent with our current treatment, as described above and in the “Fair Value” section herein. |
|
| However, the ED also concludes that reporting entities must use the fair value of the financial assets (and carrying value of any non-financial assets temporarily held by the CFE) to measure the financial liabilities. This is inconsistent with the methodology we apply, which uses the fair value of the financial liabilities to measure the financial assets. |
|
| Comment letters on the ED were due by October 17, 2013. We have submitted a comment letter to the FASB expressing our concerns with respect to this issue. We have also engaged in discussions with the FASB regarding our comment letter and the significant limitations that the ED would impose on our ability to prepare GAAP financial statements. |
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