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Rialto Investment Segment
12 Months Ended
Nov. 30, 2012
Rialto Investment Segment [Abstract]  
Rialto Investment Segment
Rialto Investment Segment
The assets and liabilities related to the Rialto segment were as follows: 
 
November 30,
(In thousands)
2012
 
2011
Assets:
 
 
 
Cash and cash equivalents
$
105,310

 
83,938

Defeasance cash to retire notes payable
223,813

 
219,386

Loans receivable, net
436,535

 
713,354

Real estate owned - held-for-sale
134,161

 
143,677

Real estate owned - held-and-used, net
601,022

 
582,111

Investments in unconsolidated entities
108,140

 
124,712

Investments held-to-maturity
15,012

 
14,096

Other
23,367

 
15,874

 
$
1,647,360

 
1,897,148

Liabilities:
 
 
 
Notes payable
$
574,480

 
765,541

Other
26,122

 
30,579

 
$
600,602

 
796,120


Rialto’s operating earnings were as follows for the periods indicated:
 
Years Ended November 30,
(In thousands)
2012
 
2011
 
2010
Revenues
$
138,856

 
164,743

 
92,597

Costs and expenses
138,990

 
132,583

 
67,904

Rialto Investments equity in earnings (loss) from unconsolidated entities
41,483

 
(7,914
)
 
15,363

Rialto Investments other income (expense), net
(29,780
)
 
39,211

 
17,251

Operating earnings (1)
$
11,569

 
63,457

 
57,307

 
(1)
Operating earnings for the years ended November 30, 2012, 2011 and 2010 includes ($14.4) million, $28.9 million and $33.2 million, respectively, of net earnings (loss) attributable to noncontrolling interests.
The following is a detail of Rialto Investments other income (expense), net for the periods indicated:
 
Years Ended November 30,
(In thousands)
2012
 
2011
 
2010
Realized gains (losses) on REO sales
$
21,649

 
6,035

 
2,893

Unrealized gains (losses) on transfer of loans receivable to REO
(11,160
)
 
70,779

 
18,089

REO expenses
(56,745
)
 
(49,531
)
 
(3,902
)
Rental income
16,476

 
7,185

 
171

Gain on sale of investment securities

 
4,743

 

Rialto Investments other income (expense), net
$
(29,780
)
 
39,211

 
17,251


Loans Receivable
In February 2010, the Rialto segment acquired indirectly 40% managing member equity interests in two limited liability companies (“LLCs”), in partnership with the FDIC, for approximately $243 million (net of transaction costs and a $22 million working capital reserve). The LLCs hold performing and non-performing loans formerly owned by 22 failed financial institutions and when the Rialto segment acquired its interests in the LLCs, the two portfolios consisted of approximately 5,500 distressed residential and commercial real estate loans (“FDIC Portfolios”). The FDIC retained a 60% equity interest in the LLCs and provided $626.9 million of financing with 0% interest, which are non-recourse to the Company and the LLCs. In accordance with GAAP, interest has not been imputed because the notes are with, and guaranteed by, a governmental agency. The notes are secured by the loans held by the LLCs. Additionally, if the LLCs exceed expectations and meet certain internal rate of return and distribution thresholds, the Company’s equity interest in the LLCs could be reduced from 40% down to 30%, with a corresponding increase to the FDIC’s equity interest from 60% up to 70%. As of November 30, 2012 and 2011, the notes payable balance was $470.0 million and $626.9 million, respectively; however, as of November 30, 2012 and 2011, $223.8 million and $219.4 million, respectively, of cash collections on loans in excess of expenses were deposited in a defeasance account, established for the repayment of the notes payable, under the agreement with the FDIC. The funds in the defeasance account will be used to retire the notes payable upon their maturity. During the year ended November 30, 2012, the LLCs retired $156.9 million principal amount of the notes payable under the agreement with the FDIC through the defeasance account.
The LLCs met the accounting definition of VIEs and since the Company was determined to be the primary beneficiary, the Company consolidated the LLCs. The Company was determined to be the primary beneficiary because it has the power to direct the activities of the LLCs that most significantly impact the LLCs’ performance through its management and servicer contracts. At November 30, 2012, these consolidated LLCs had total combined assets and liabilities of $1.2 billion and $0.5 billion, respectively. At November 30, 2011, these consolidated LLCs had total combined assets and liabilities of $1.4 billion and $0.7 billion, respectively.
In September 2010, the Rialto segment acquired approximately 400 distressed residential and commercial real estate loans (“Bank Portfolios”) and over 300 REO properties from three financial institutions. The Company paid $310.0 million for the distressed real estate and real estate related assets of which $124 million was financed through a 5-year senior unsecured note provided by one of the selling institutions. During the year ended November 30, 2012, the Company retired $33.0 million principal amount of the 5-year senior unsecured note.
The following table displays the loans receivable by aggregate collateral type:
 
November 30,
(In thousands)
2012
 
2011
Land
$
216,095

 
348,234

Single family homes
93,207

 
152,265

Commercial properties
96,226

 
172,799

Multi-family homes
12,776

 
28,108

Other
18,231

 
11,948

Loans receivable
$
436,535

 
713,354


With regards to loans accounted for under ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality, (“ASC 310-30”), the Rialto segment estimated the cash flows, at acquisition, it expected to collect on the FDIC Portfolios and Bank Portfolios. In accordance with ASC 310-30, the difference between the contractually required payments and the cash flows expected to be collected at acquisition is referred to as the nonaccretable difference. This difference is neither accreted into income nor recorded on the Company’s consolidated balance sheets. The excess of cash flows expected to be collected over the cost of the loans acquired is referred to as the accretable yield and is recognized in interest income over the remaining life of the loans using the effective yield method.
The Rialto segment periodically evaluates its estimate of cash flows expected to be collected on its FDIC Portfolios and Bank Portfolios. These evaluations require the continued use of key assumptions and estimates, similar to those used in the initial estimate of fair value of the loans to allocate purchase price. Subsequent changes in the estimated cash flows expected to be collected may result in changes in the accretable yield and nonaccretable difference or reclassifications from nonaccretable yield to accretable yield. Increases in the cash flows expected to be collected will generally result in an increase in interest income over the remaining life of the loan or pool of loans. Decreases in expected cash flows due to further credit deterioration will generally result in an impairment charge recognized as a provision for loan losses, resulting in an increase to the allowance for loan losses.
The outstanding balance and carrying value of loans accounted for under ASC 310-30 was as follows:
 
November 30,
(In thousands)
2012
 
2011
Outstanding principal balance
$
812,187

 
1,331,094

Carrying value
$
396,200

 
639,642


The activity in the accretable yield for the FDIC Portfolios and Bank Portfolios for the years ended November 30, 2012 and 2011 was as follows:
 
November 30,
(In thousands)
2012
 
2011
Accretable yield, beginning of year
$
209,480

 
396,311

Additions
65,151

 
16,173

Deletions
(88,333
)
 
(92,416
)
Accretions
(73,399
)
 
(110,588
)
Accretable yield, end of year
$
112,899

 
209,480


Additions primarily represent reclasses from nonaccretable yield to accretable yield on the portfolios. Deletions represent loan impairments and disposal of loans, which includes foreclosure of underlying collateral and result in the removal of the loans from the accretable yield portfolios.
When forecasted principal and interest cannot be reasonably estimated at the loan acquisition date, management classifies the loan as nonaccrual and accounts for these assets in accordance with ASC 310-10, Receivables (“ASC 310-10”). When a loan is classified as nonaccrual, any subsequent cash receipt is accounted for using the cost recovery method. In accordance with ASC 310-10, a loan is considered impaired when based on current information and events it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected. Although these loans met the definition of ASC 310-10, these loans were not considered impaired relative to the Company’s recorded investment at the time of the acquisition since they were acquired at a substantial discount to their unpaid principal balance. A provision for loan losses is recognized when the recorded investment in the loan is in excess of its fair value. The fair value of the loan is determined by using either the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral less estimated costs to sell.
The following table represents nonaccrual loans in the FDIC Portfolios and Bank Portfolios accounted for under ASC 310-10 aggregated by collateral type:
November 30, 2012
 
 
 
Recorded Investment
 
 
(In thousands)
Unpaid
Principal
Balance
 
With
Allowance
 
Without
Allowance
 
Total
Recorded
Investment
Land
$
23,163

 
4,983

 
2,844

 
7,827

Single family homes
18,966

 
8,311

 
2,244

 
10,555

Commercial properties
35,996

 
1,006

 
20,947

 
21,953

Loans receivable
$
78,125

 
14,300

 
26,035

 
40,335

November 30, 2011
 
 
 
Recorded Investment
 
 
(In thousands)
Unpaid
Principal
Balance
 
With
Allowance
 
Without
Allowance
 
Total
Recorded
Investment
Land
$
75,557

 

 
24,692

 
24,692

Single family homes
55,377

 
1,956

 
13,235

 
15,191

Commercial properties
48,293

 
2,660

 
24,434

 
27,094

Multi-family homes
16,750

 

 
6,735

 
6,735

Other
405

 

 

 

Loans receivable
$
196,382

 
4,616

 
69,096

 
73,712

The average recorded investment in impaired loans totaled approximately $57 million and $163 million, respectively, for the years ended November 30, 2012 and 2011.
The loans receivable portfolios consist of loans acquired at a discount. Based on the nature of these loans, the portfolios are managed by assessing the risks related to the likelihood of collection of payments from borrowers and guarantors, as well as monitoring the value of the underlying collateral. The following are the risk categories for the loans receivable portfolios:
Accrual — Loans in which forecasted cash flows under the loan agreement, as it might be modified from time to time, can be reasonably estimated at the date of acquisition. The risk associated with loans in this category relates to the possible default by the borrower with respect to principal and interest payments and/or the possible decline in value of the underlying collateral and thus, both could cause a decline in the forecasted cash flows used to determine accretable yield income and the recognition of an impairment through an allowance for loan losses. As of November 30, 2012, the Company had an allowance on these loans of $12.2 million. During the year ended November 30, 2012, the Company recorded $18.7 million of provision for loan losses offset by charge-offs of $6.5 million upon foreclosure of the loans. As of November 30, 2011, the Company did not have an allowance for losses against accrual loans.
Nonaccrual — Loans in which forecasted principal and interest could not be reasonably estimated at the date of acquisition. Although the Company believes the recorded investment balance will ultimately be realized, the risk of nonaccrual loans relates to a decline in the value of the collateral securing the outstanding obligation and the recognition of an impairment through an allowance for loan losses if the recorded investment in the loan exceeds the fair value of the collateral less estimated cost to sell. As of November 30, 2012 and 2011, the Company had $3.7 million and $0.8 million, respectively, of allowance on these loans. During the year ended November 30, 2012 and 2011, the Company recorded $9.3 million and $13.8 million, respectively, of provision for loan losses offset by charge-offs of $6.4 million and $13.0 million, respectively, upon foreclosure of the loans.
Accrual and nonaccrual loans receivable by risk categories were as follows:
November 30, 2012
(In thousands)
Accrual
 
Nonaccrual
 
Total
Land
$
208,268

 
7,827

 
216,095

Single family homes
82,652

 
10,555

 
93,207

Commercial properties
74,273

 
21,953

 
96,226

Multi-family homes
12,776

 

 
12,776

Other
18,231

 

 
18,231

Loans receivable
$
396,200

 
40,335

 
436,535

November 30, 2011
(In thousands)
Accrual
 
Nonaccrual
 
Total
Land
$
323,542

 
24,692

 
348,234

Single family homes
137,074

 
15,191

 
152,265

Commercial properties
145,705

 
27,094

 
172,799

Multi-family homes
21,373

 
6,735

 
28,108

Other
11,948

 

 
11,948

Loans receivable
$
639,642

 
73,712

 
713,354

In order to assess the risk associated with each risk category, the Rialto segment evaluates the forecasted cash flows and the value of the underlying collateral securing loans receivable on a quarterly basis or when an event occurs that suggests a decline in the collaterals’ fair value.
Real Estate Owned
The acquisition of properties acquired through, or in lieu of, loan foreclosure are reported within the consolidated balance sheets as REO held-and-used, net and REO held-for-sale. When a property is determined to be held-and-used, the asset is recorded at fair value and depreciated over its useful life using the straight line method. When certain criteria set forth in ASC Topic 360, Property, Plant and Equipment, are met; the property is classified as held-for-sale. When a real estate asset is classified as held-for-sale, the property is recorded at the lower of its cost basis or fair value less estimated costs to sell. The fair values of REO held-for-sale are determined in part by placing reliance on third party appraisals of the properties and/or internally prepared analyses of recent offers or prices on comparable properties in the proximate vicinity.
The following tables present the activity in REO for the years ended November 30, 2012 and 2011:
 
November 30,
(In thousands)
2012
 
2011
REO - held-for-sale, beginning of year
$
143,677

 
250,286

Additions
9,987

 
452,943

Improvements
9,605

 
20,623

Sales
(161,253
)
 
(84,999
)
Impairments
(2,579
)
 
(1,545
)
Transfers to/from held-and-used, net (1)
146,059

 
(489,705
)
Transfers to Lennar Homebuilding
(11,335
)
 
(3,926
)
REO - held-for-sale, end of year
$
134,161

 
143,677

 
November 30,
(In thousands)
2012
 
2011
REO - held-and-used, net, beginning of year
$
582,111

 
7,818

Additions
175,114

 
93,650

Improvements
4,340

 

Sales
(981
)
 

Impairments
(6,703
)
 
(6,612
)
Depreciation
(6,800
)
 
(2,450
)
Transfers to/from held-for-sale (1)
(146,059
)
 
489,705

REO - held-and-used, net, end of year
$
601,022

 
582,111

 
(1)
During the years ended November 30, 2012 and 2011, the Rialto segment transferred certain properties to/from REO held-and-used, net to/from REO held-for-sale as a result of changes made in the disposition strategy of the real estate assets.
For the years ended November 30, 2012, 2011 and 2010, the Company recorded $21.6 million, $6.0 million, and $2.9 million, respectively, of gains from sales of REO. For the years ended November 30, 2012, 2011, and 2010, the Company recorded ($1.9) million, $78.9 million, and $18.1 million, respectively, of gains (losses) from acquisitions of REO through foreclosure. These gains are recorded in Rialto Investments other income (expense), net.
Investments
In 2010, the Rialto segment invested in approximately $43 million of non-investment grade commercial mortgage-backed securities (“CMBS”) for $19.4 million, representing a 55% discount to par value. These securities bear interest at a coupon rate of 4% and have a stated and assumed final distribution date of November 2020 and a stated maturity date of October 2057. The Rialto segment reviews changes in estimated cash flows periodically, to determine if other-than-temporary impairment has occurred on its investment securities. Based on the Rialto segment’s assessment, no impairment charges were recorded during the years ended November 30, 2012, 2011 and 2010. During the year ended November 30, 2011, the Rialto segment sold a portion of its CMBS for $11.1 million, resulting in a gain on sale of CMBS of $4.7 million. The carrying value of the investment securities at November 30, 2012 and 2011 was $15.0 million and $14.1 million, respectively. The Rialto segment classified these securities as held-to-maturity based on its intent and ability to hold the securities until maturity.
In a CMBS transaction, monthly interest received from all of the pooled loans is paid to the investors, starting with those investors holding the highest rated bonds and progressing in an order of seniority based on the class of security. Based on the aforementioned, the principal and interest repayments of a particular class are dependent upon collections on the underlying mortgages, which are affected by prepayments, extensions and defaults.
In addition to the acquisition and management of the FDIC and Bank portfolios, an affiliate in the Rialto segment was a sub-advisor to the AllianceBernstein L.P. (“AB”) fund formed under the Federal government’s Public-Private Investment Program (“PPIP”) to purchase real estate related securities from banks and other financial institutions. The sub-advisor received management fees for sub-advisory services. The Company committed to invest $75 million of the total equity commitments of approximately $1.2 billion made by private investors in this fund, and the U.S. Treasury had committed to a matching amount of approximately $1.2 billion of equity in the fund, as well as agreed to extend up to approximately $2.3 billion of debt financing. During the year ended November 30, 2012, the Company contributed $1.9 million and received distributions of $87.6 million. Of the distributions received during the year ended November 30, 2012, $83.5 million related to the unwinding of the AB PPIP fund's operations. The Company also earned $9.1 million in fees from the segment's role as a sub-advisor to the AB PPIP fund, which were included in the Rialto Investments revenue. At the end of 2012, the AB PPIP fund finalized the last sales of the underlying securities in the fund and made substantially all of the final liquidating distributions to the partners, including the Company. As the Company’s role as sub-advisor to the AB PPIP fund has been completed, no further management fees will be received for these services. During the year ended November 30, 2011, the Company invested $3.7 million, in the AB PPIP fund. As of November 30, 2012 and 2011, the carrying value of the Company’s investment in the AB PPIP fund was $0.2 million and $65.2 million, respectively.
Another subsidiary in the Rialto segment also has approximately a 5% investment in a service and infrastructure provider to the residential home loan market (the “Service Provider”), which provides services to the consolidated LLCs, among others. As of November 30, 2012 and 2011, the carrying value of the Company’s investment in the Service Provider was $8.4 million and $8.8 million, respectively.
In November 2010, the Rialto segment completed its first closing of Fund I with initial equity commitments of approximately $300 million (including $75 million committed and contributed by the Company). Fund I’s objective during its three-year investment period is to invest in distressed real estate assets and other related investments that fit within Fund I’s investment parameters.
As of November 30, 2012, the equity commitments of Fund I were $700 million (including the $75 million committed and contributed by the Company). All capital commitments have been called and funded. Fund I is closed to additional commitments. During the year ended November 30, 2012, the Company contributed $41.7 million of which $13.9 million was distributed back to the Company as a return of capital contributions due to a securitization within Fund I. During the year ended November 30, 2011, the Company contributed $60.6 million of which $13.4 million was distributed back to the Company as a return of excess capital contributions as a result of new investors in Fund I. As of November 30, 2012 and 2011, the carrying value of the Company’s investment in Fund I was $98.9 million and $50.1 million, respectively. During the year ended November 30, 2011, Fund I acquired distressed real estate asset portfolios and invested in CMBS at a discount to par value. For the years ended November 30, 2012 and 2011, the Company’s share of earnings from Fund I was $21.0 million and $2.9 million, respectively.
Fund I is an unconsolidated entity and is accounted for under the equity method of accounting. Fund I was determined to have the attributes of an investment company in accordance with ASC Topic 946, Financial Services – Investment Companies, the attributes of which are different from the attributes that would cause a company to be an investment company for purposes of the Investment Company Act of 1940. As a result, Fund I’s assets and liabilities are recorded at fair value with increases/decreases in fair value recorded in the statement of operations of Fund I, the Company’s share of which will be recorded in the Rialto Investments equity in earnings (loss) from unconsolidated entities financial statement line item. The Company determined that Fund I is not a variable interest entity but rather a voting interest entity due to the following factors:
The Company determined that Rialto’s general partner interest and all the limited partners’ interests qualify as equity investment at risk.
Based on the capital structure of Fund I (100% capitalized via equity contributions), the Company was able to conclude that the equity investment at risk was sufficient to allow Fund I to finance its activities without additional subordinated financial support.
The general partner and the limited partners in Fund I, collectively, have full decision-making ability as they collectively have the power to direct the activities of Fund I, due to the fact that Rialto, in addition to being a general partner with a substantive equity investment in Fund I, also provides services to Fund I under a management agreement and an investment agreement, which are not separable from Rialto’s general partnership interest.
As a result of all these factors, the Company has concluded that the power to direct the activities of Fund I reside in its general partnership interest and thus with the holders of the equity investment at risk.
In addition, there are no guaranteed returns provided to the equity investors and the equity contributions are fully subjected to Fund I’s operational results, thus the equity investors absorb the expected negative and positive variability relative to Fund I.
Finally, substantially all of the activities of Fund I are not conducted on behalf of any individual investor or related group that has disproportionately few voting rights (i.e., on behalf of any individual limited partner).
Having concluded that Fund I is a voting interest entity, the Company evaluated Fund I under the voting interest entity model to determine whether, as general partner, it has control over Fund I. The Company determined that it does not control Fund I as its general partner, because the unaffiliated limited partners have substantial kick-out rights and can remove Rialto as general partner at any time for cause or without cause through a simple majority vote of the limited partners. In addition, there are no significant barriers to the exercise of these rights. As a result of determining that the Company does not control Fund I under the voting interest entity model, Fund I is not consolidated in the Company’s financial statements.
In December 2012, the Rialto segment completed the first closing of the Rialto Real Estate Fund II, LP (“Fund II”) with initial equity commitments of approximately $260 million, including $100 million committed by the Company. No cash was funded at the time of closing. Fund II’s objective during its three-year investment period is to invest in distressed real estate assets and other related investments that fit within Fund II’s investment parameters.
Summarized condensed financial information on a combined 100% basis related to Rialto’s investments in unconsolidated entities that are accounted for by the equity method was as follows:
Balance Sheets
 
November 30,
(In thousands)
2012
 
2011
Assets (1):
 
 
 
Cash and cash equivalents
$
299,172

 
60,936

Loans receivable
361,286

 
274,213

Real estate owned
161,964

 
47,204

Investment securities
255,302

 
4,336,418

Other assets
199,839

 
171,196

 
$
1,277,563

 
4,889,967

Liabilities and equity (1):
 
 
 
Accounts payable and other liabilities
$
155,928

 
320,353

Notes payable
120,431

 
40,877

Partner loans
163,516

 
137,820

Debt due to the U.S. Treasury

 
2,044,950

Equity
837,688

 
2,345,967

 
$
1,277,563

 
4,889,967


 
(1)
During the year ended November 30, 2012, the AB PPIP fund unwound its operations by selling its investments. Therefore, the total assets, liabilities and equity of the Rialto Investments unconsolidated entities decreased significantly from November 30, 2011 to November 30, 2012.
Statements of Operations
 
Years Ended November 30,
(In thousands)
2012
 
2011
 
2010
Revenues
$
414,027

 
470,282

 
357,330

Costs and expenses
243,483

 
183,326

 
209,103

Other income (expense), net (1)
713,710

 
(614,014
)
 
311,468

Net earnings (loss) of unconsolidated entities
$
884,254

 
(327,058
)
 
459,695

Rialto Investments equity in earnings (loss) from unconsolidated entities
$
41,483

 
(7,914
)
 
15,363

 
(1)
Other income (expense), net for the years ended November 30, 2012, 2011 and 2010 includes the AB PPIP Fund’s mark-to-market unrealized gains and losses, all of which the Company's portion was a small percentage. For the year ended November 30, 2012, other income (expense), net, also includes realized gains from the sale of investments in the portfolio underlying the AB PPIP fund, of which the Company's portion was a small percentage.