Edgar Filing: NewStar Financial, Inc.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2014

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-33211

NewStar Financial, Inc.

(Exact name of registrant as specified in its charter)


Delaware		54-2157878
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

500 Boylston Street, Suite 1250, Boston, MA		02116
(Address of principal executive offices)		(Zip Code)

(617) 848-2500

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of August 1, 2014, 47,919,951 shares of common stock, par value of $0.01 per share, were outstanding.

TABLE OF CONTENTS


		Page
	PART I FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)		3
	Condensed Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013		3
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2014 and 2013		5
	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2014 and 2013		6
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2014 and 2013		7
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013		8
	Notes to Condensed Consolidated Financial Statements		10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		38
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		57
Item 4.	Controls and Procedures		58
	PART II OTHER INFORMATION
Item 1.	Legal Proceedings		58
Item 1A.	Risk Factors		58
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		58
Item 6.	Exhibits		59
SIGNATURES			61

Note Regarding Forward Looking Statements

This Quarterly Report on Form 10-Q of NewStar Financial, Inc., contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These are statements that relate to future periods and include statements about:

•

our anticipated financial condition, including estimated loan losses;

•

our expected results of operation;

•

our growth and market opportunities;

•

trends and conditions in the financial markets in which we operate;

•

our future funding needs and sources and availability of funding;

•

our involvement in capital-raising transactions;

•

our ability to meet draw requests under commitments to borrowers under certain conditions;

•

our competitors;

•

our provision for credit losses;

•

our future development of our products and markets;

•

our ability to compete; and

•

our stock price.

Generally, the words “anticipates,” “believes,” “expects,” “intends,” “estimates,” “projects,” “plans” and similar expressions identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance, achievements or industry results to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. These risks, uncertainties and other important factors include, among others:

•

acceleration of deterioration in credit quality that could result in levels of delinquent or non-accrual loans that would force us to realize credit losses exceeding our allowance for credit losses and deplete our cash position;

•

risks and uncertainties relating to the financial markets generally, including disruptions in the global financial markets;

•

the market price of our common stock prevailing from time to time;

•

our ability to obtain external financing;

•

the regulation of the commercial lending industry by federal, state and local governments;

•

risks and uncertainties relating to our limited operating history;

•

our ability to minimize losses, achieve profitability, and realize our deferred tax asset; and

•

the competitive nature of the commercial lending industry and our ability to effectively compete.

For a further description of these and other risks and uncertainties, we encourage you to carefully read section Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2013.

The forward-looking statements contained in this Quarterly Report on Form 10-Q speak only as of the date of this report. We expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained in this Quarterly Report to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based, except as may be required by law.

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements.

NEWSTAR FINANCIAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	June 30, 2014		December 31, 2013
	(unaudited)
	($ in thousands, except share and par value amounts)
Assets:
Cash and cash equivalents	$	53,321	$	43,401
Restricted cash		166,149		167,920
Investments in debt securities, available-for-sale		16,545		22,198
Loans held-for-sale, net		44,314		14,831
Loans and leases, net		2,034,940		2,095,250
Deferred financing costs, net		22,442		21,386
Interest receivable		6,764		7,415
Property and equipment, net		748		833
Deferred income taxes, net		24,624		30,238
Income tax receivable		9,398		2,007
Other assets		31,670		24,983

Subtotal		2,410,915		2,430,462
Assets of Consolidated Variable Interest Entity:
Restricted cash		0		1,950
Loans, net		0		171,427
Deferred financing costs, net		0		997
Interest receivable		0		1,079
Other assets		0		946

Total assets of Consolidated Variable Interest Entity		0		176,399

Total assets	$	2,410,915	$	2,606,861

Liabilities:
Credit facilities	$	149,025	$	332,158
Term debt		1,570,961		1,412,374
Repurchase agreements		57,515		67,954
Accrued interest payable		4,430		6,333
Accounts payable		380		588
Other liabilities		19,503		19,623

Subtotal		1,801,814		1,839,030
Liabilities of Consolidated Variable Interest Entity:
Credit facilities		0		120,344
Accrued interest payable—credit facilities		0		434
Subordinated debt—Fund membership interest		0		30,000
Accrued interest payable—Fund membership interest		0		843

Total liabilities of Consolidated Variable Interest Entity		0		151,621

Total liabilities		1,801,814		1,990,651

The accompanying notes are an integral part of these condensed consolidated financial statements.

NEWSTAR FINANCIAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS, continued


	June 30, 2014			December 31, 2013
	(unaudited)
	($ in thousands, except share and par value amounts)
Stockholders’ equity:
Preferred stock, par value $0.01 per share (5,000,000 shares authorized; no shares outstanding)		0			0
Common stock, par value $0.01 per share:
Shares authorized: 145,000,000 in 2014 and 2013;
Shares outstanding 48,279,423 in 2014 and 48,658,606 in 2013		483			487
Additional paid-in capital		672,721			655,143
Retained earnings		8,217			2,624
Common stock held in treasury, at cost $0.01 par value; 5,815,379 in 2014 and 4,642,202 in 2013		(72,909	)		(43,271	)
Accumulated other comprehensive income, net		589			569

Total NewStar Financial, Inc. stockholders’ equity		609,101			615,552
Retained earnings of Consolidated Variable Interest Entity		0			658

Total stockholders’ equity		609,101			616,210

Total liabilities and stockholders’ equity	$	2,410,915		$	2,606,861

The accompanying notes are an integral part of these condensed consolidated financial statements.

NEWSTAR FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited


	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	($ in thousands, except per share amounts)
Net interest income:
Interest income	$	33,536		$	34,891		$	66,663		$	65,031
Interest expense		13,868			9,908			26,369			19,095

Net interest income		19,668			24,983			40,294			45,936
Provision for credit losses		12,652			4,330			18,459			5,048

Net interest income after provision for credit losses		7,016			20,653			21,835			40,888
Non-interest income:
Fee income		462			1,183			1,232			1,541
Asset management income – related party		30			652			55			1,379
Loss on derivatives		(13	)		(45	)		(17	)		(86	)
Gain (loss) on sale of loans, net		0			45			(166	)		72
Other income (loss), net		1,017			(374	)		7,110			1,658

Total non-interest income		1,496			1,461			8,214			4,564
Operating expenses:
Compensation and benefits		7,803			8,735			15,562			17,615
General and administrative expenses		3,852			4,034			8,221			8,065

Total operating expenses		11,655			12,769			23,783			25,680

Operating income (loss) before income taxes		(3,143	)		9,345			6,266			19,772
Results of Consolidated Variable Interest Entity:
Interest income		2,615			900			5,268			900
Interest expense – credit facilities		1,987			334			2,865			334
Interest expense – Fund membership interest		697			349			1,292			349
Other income		221			16			229			16
Operating expenses		189			4			249			4

Net results from Consolidated Variable Interest Entity		(37	)		229			1,091			229
Income (loss) before income taxes		(3,180	)		9,574			7,357			20,001
Income tax expense (benefit)		(1,325	)		3,930			3,009			8,203

Net income (loss)	$	(1,855	)	$	5,644		$	4,348		$	11,798

Basic income (loss) per share	$	(0.04	)	$	0.12		$	0.09		$	0.25
Diluted income (loss) per share		(0.04	)		0.11			0.08			0.22

The accompanying notes are an integral part of these condensed consolidated financial statements.

NEWSTAR FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Unaudited


	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	($ in thousands, except per share amounts)
Net income (loss)	$	(1,855	)	$	5,644		$	4,348		$	11,798
Other comprehensive income (loss), net of tax:
Net unrealized securities gains (losses), net of tax expense (benefit) of $(94),$(207),$24 and $(61), respectively		(143	)		(296	)		29			(80	)
Net unrealized derivative gains (losses), net of tax expense (benefit) of $4, $18, $3 and $39, respectively		(6	)		27			(9	)		51

Other comprehensive income (loss)		(149	)		(269	)		20			(29	)

Comprehensive income (loss)	$	(2,004	)	$	5,375		$	4,368		$	11,769

The accompanying notes are an integral part of these condensed consolidated financial statements.

NEWSTAR FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Unaudited


	NewStar Financial, Inc. Stockholders’ Equity For the Six Months Ended June 30, 2014
	Common Stock			Additional Paid-in Capital			Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Income, net		Retained Earnings of Consolidated VIE			Common Stockholders’ Equity
	($ in thousands)
Balance at January 1, 2014	$	487		$	655,143		$	2,624	$	(43,271	)	$	569	$	658		$	616,210
Net income		0			0			3,706		0			0		642			4,348
Other comprehensive income		0			0			0		0			20		0			20
Issuance of restricted stock		1			(1	)		0		0			0		0			0
Net shares reacquired from employee transactions		0			0			0		(522	)		0		0			(522	)
Tax benefit from vesting of stock awards		0			139			0		0			0		0			139
Repurchase of common stock		(11	)		0			0		(14,868	)		0		0			(14,879	)
Exercise of warrants		3			15,244			0		(14,248	)		0		0			999
Exercise of common stock options		3			(67	)		0		0			0		0			(64	)
Tax benefit from exercise of common stock awards		0			1,036			0		0			0		0			1,036
Reclassification of VIE Dividend		0			0			0		0			0		587			587
Deconsolidation of VIE		0			0			1,887		0			0		(1,887	)		0
Amortization of restricted common stock awards		0			1,227			0		0			0		0			1,227

Balance at June 30, 2014	$	483		$	672,721		$	8,217	$	(72,909	)	$	589	$	0		$	609,101


	NewStar Financial, Inc. Stockholders’ Equity For the Six Months Ended June 30, 2013
	Common Stock			Additional Paid-in Capital			Accumulated Deficit			Treasury Stock			Accumulated Other Comprehensive Loss, net			Retained Deficit of Consolidated VIE		Common Stockholders’ Equity
	($ in thousands)
Balance at January 1, 2013	$	493		$	646,299		$	(20,726	)	$	(31,243	)	$	(6	)	$	0	$	594,817
Net income		0			0			11,663			0			0			135		11,798
Other comprehensive loss		0			0			0			0			(29	)		0		(29	)
Issuance of restricted stock		1			(1	)		0			0			0			0		0
Net shares reacquired from employee transactions		(8	)		8			0			(11,111	)		0			0		(11,111	)
Tax benefit from vesting of restricted common stock awards		0			3,621			0			0			0			0		3,621
Repurchase of common stock		0			0			0			(216	)		0					(216	)
Exercise of common stock options		0			81			0			0			0			0		81
Amortization of restricted common stock awards		0			2,684			0			0			0			0		2,684
Amortization of stock option awards		0			91			0			0			0			0		91

Balance at June 30, 2013	$	486		$	652,783		$	(9,063	)	$	(42,570	)	$	(35	)	$	135	$	601,736

The accompanying notes are an integral part of these condensed consolidated financial statements.

NEWSTAR FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited


	Six Months Ended June 30,
	2014			2013
	($ in thousands)
Cash flows from operating activities:
Net income	$	4,348		$	11,798
Adjustments to reconcile net income to net cash used for operations:
Provision for credit losses		18,459			5,048
Depreciation and amortization and accretion		(6,476	)		(6,811	)
Amortization of debt issuance costs		3,096			2,854
Equity compensation expense		1,227			2,775
Loss (gain) on sale of loans		166			(72	)
Loss (gain) from equity method investments		795			(581	)
Net change in deferred income taxes		4,691			10,319
Loans held-for-sale originated		(76,243	)		(26,752	)
Proceeds from sale of loans held-for-sale		46,758			57,460
Net change in interest receivable		651			456
Net change in other assets		(13,962	)		20,897
Net change in accrued interest payable		(2,337	)		4,137
Net change in accounts payable and other liabilities		(395	)		(50,806	)
Consolidated Variable Interest Entity:
Amortization of debt issuance costs		1,244			43
Depreciation and amortization and accretion		(315	)		(31	)
Net change in interest receivable		1,079			(459	)
Net change in other assets		946			(252	)
Net change in accrued interest payable		(172	)		641
Net change in accounts payable		587			247

Net cash provided by (used in) operating activities		(15,853	)		30,911

Cash flows from investing activities:
Net change in restricted cash		1,771			(19,662	)
Net change in loans		48,360			(20,269	)
Proceeds from debt securities, available-for-sale		6,000			0
Acquisition of property and equipment		(46	)		(49	)
Consolidated Variable Interest Entity:
Net change in loans		171,427			(84,329	)
Net change in restricted cash		1,950			(1,160	)
VIE cash dividends		(671	)		0

Net cash provided by (used in) investing activities		228,791			(125,469	)

Cash flows from financing activities:
Proceeds from exercise of stock options		1,379			81
Taxes paid from exercise of stock options		(1,443	)		0
Proceeds from exercise of warrants		999			0
Tax benefit from exercise of stock options		1,036			0
Tax benefit from vesting of stock awards		139			3,620
Borrowings on credit facilities		634,859			460,343
Repayment of borrowings on credit facilities		(817,992	)		(440,566	)
Issuance of term debt		289,500			0
Borrowings on term debt		65,900			139,972
Repayment of borrowings on term debt		(196,812	)		(66,657	)
Repayment of borrowings on repurchase agreements		(10,439	)		(2,823	)
Payment of deferred financing costs		(4,149	)		(3,317	)
Purchase of treasury stock		(15,401	)		(11,327	)

NEWSTAR FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, continued

Unaudited


	Six Months Ended June 30,
	2014			2013
	($ in thousands)
Consolidated Variable Interest Entity:
Borrowings on credit facilities		0			51,186
Repayment of borrowings on credit facilities		(120,344	)		0
Borrowings on subordinated debt		0			21,791
Repayment of borrowings on subordinated debt		(30,000	)		0
Payment of deferred financing costs		(250	)		(1,110	)

Net cash provided by (used in) financing activities		(203,018	)		151,193

Net increase in cash during the period		9,920			56,635
Cash and cash equivalents at beginning of period		43,401			27,212

Cash and cash equivalents at end of period	$	53,321		$	83,847

Supplemental cash flows information:
Interest paid	$	28,272		$	15,350
Interest paid by VIE		4,763			0
VIE cash distribution		671			0
Taxes paid		1,445			605
Increase (decrease) in fair value of investments in debt securities		53			(141	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

NEWSTAR FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

Note 1. Organization

NewStar Financial, Inc. (the “Company”), a Delaware corporation, is a specialized commercial finance company focused on meeting the complex financing needs of companies and private investors in the middle market. The Company focuses primarily on the direct origination of loans and equipment leases through teams of credit-trained bankers and marketing officers organized around key industry and market segments. The Company’s marketing and direct origination efforts target private equity sponsors, mid-sized companies, corporate executives, regional banks, real estate investors and a variety of other referral sources and financial intermediaries to source new customer relationships and lending opportunities. The Company’s emphasis on direct origination is an important aspect of its marketing and credit strategy because it provides direct access to customers’ management teams and enhances the Company’s ability to conduct detailed due diligence and credit analysis of prospective borrowers. It also allows the Company to negotiate transaction terms directly with borrowers and, as a result, it has significant input into customers’ financial strategies and capital structures. The Company also participates in loans as a member of a lending group. The mix of the Company’s originations may vary from period to period. The Company employs highly experienced bankers, marketing officers and credit professionals to identify and structure new lending opportunities and manage customer relationships. The Company believes that the quality of its professionals, the breadth of their relationships and referral networks, and their ability to develop creative solutions for customers position it to be a valued partner and preferred lender for mid-sized companies.

The Company operates as a single segment, and it derives revenues from four specialized lending groups that target market segments in which it believes that it has a competitive advantage:

•

Leveraged Finance, provides senior, secured cash flow loans and, to a lesser extent, second lien loans, which are primarily used to finance acquisitions of mid-sized companies with annual cash flow (EBITDA) typically between $5 million and $30 million by private equity investment funds managed by established professional alternative asset managers;

•

Business Credit, provides senior, secured asset-based loans primarily to fund working capital needs of mid-sized companies with sales typically totaling between $25 million and $500 million;

•

Real Estate, manages an existing portfolio of first mortgage debt which was sourced primarily to finance acquisitions of commercial real estate properties typically valued between $10 million and $50 million by professional commercial real estate investors; and

•

Equipment Finance, provides leases, loans and lease lines to finance equipment purchases and other capital expenditures typically for companies with annual sales of at least $25 million.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

These interim condensed consolidated financial statements include the accounts of the Company and its subsidiaries (collectively, “NewStar”) and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All significant intercompany transactions have been eliminated in consolidation. These interim condensed financial statements include adjustments of a normal and recurring nature considered necessary by management to fairly present NewStar’s financial position, results of operations and cash flows. These interim condensed financial statements may not be indicative of financial results for the full year. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. The estimates most susceptible to change in the near-term are the Company’s estimates of its (i) allowance for credit losses, (ii) recorded amounts of deferred income taxes, (iii) fair value measurements used to record fair value adjustments to certain financial instruments, (iv) valuation of investments and (v) determination of other than temporary impairments and temporary impairments. The interim condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

Principles of Consolidation

On June 26, 2014, the NewStar Arlington Senior Loan Program LLC (the “Arlington Program”) completed a $409.4 million term debt securitization comprised of all of the loans of NewStar Arlington Fund LLC (“Arlington Fund”) as well as a portion of the Company’s loans classified as held-for-sale. A portion of the proceeds from this term debt securitization were used to repay all advances under the Class A Notes and the Class B Notes. Following repayment, the Class A Notes and the Class B Notes were redeemed. The Company’s membership interests in Arlington Fund were also redeemed and new membership interests in the Arlington Program were issued to its equity investors. The Company acts as collateral manager for the Arlington Program. As a result of the repayment of the Company’s advances as the Class B lender under the warehouse facility and the redemption of its membership interests in the Arlington Fund, the Company has no ownership or financial interests in the Arlington Fund or its successors except to

the extent that it receives management fees as collateral manager of the Arlington Program. As a result, the Company deconsolidated the Arlington Fund from its statement of financial position beginning on June 26, 2014. The Company is not the primary beneficiary of the Arlington Program and will not consolidate the Arlington Program’s operating results or statements of financial position as of that date.

Note 3. Loans Held-for-Sale, Loans, Leases and Allowance for Credit Losses

The Company operates as a single segment, and derives revenues from four specialized lending groups that target market segments in which it believes it has a competitive advantage:

•

Leveraged Finance, provides senior, secured cash flow loans and, to a lesser extent, second lien loans, which are primarily used to finance acquisitions of mid-sized companies by private equity investment funds managed by established professional alternative asset managers;

•

Business Credit, provides senior, secured asset-based loans primarily to fund working capital needs of mid-sized companies;

•

Real Estate, manages an existing portfolio of first mortgage debt which was sourced primarily to finance acquisitions of commercial real estate properties; and

•

Equipment Finance, provides leases, loans and lease lines to finance equipment purchases and other capital expenditures.

The Company’s loan portfolio consists primarily of loans to small and medium-sized, privately-owned companies, most of which do not publicly report their financial condition. Compared to larger, publicly traded firms, loans to these types of companies may carry higher inherent risk. The companies that the Company lends to generally have more limited access to capital and higher funding costs, may be in a weaker financial position, may need more capital to expand or compete, and may be unable to obtain financing from public capital markets or from traditional sources, such as commercial banks.

Loans classified as held-for-sale may consist of loans originated by the Company and intended to be sold or syndicated to third parties (including the Arlington Program) or impaired loans for which a sale of the loan is expected as a result of a workout strategy. At June 30, 2014 loans held-for-sale were $44.5 million and consisted of leveraged finance loans to 10 borrowers.

These loans are carried at the lower of aggregate cost, net of any deferred origination costs or fees, or market value.

As of June 30, 2014 and December 31, 2013, loans held-for-sale consisted of the following:


	June 30, 2014			December 31, 2013
	($ in thousands)
Leveraged Finance	$	44,456		$	14,897

Gross loans held-for-sale		44,456			14,897
Deferred loan fees, net		(142	)		(66	)

Total loans held-for-sale, net	$	44,314		$	14,831

At June 30, 2014, loans held-for-sale include loans with an aggregate outstanding balance of $14.5 million that were intended to be sold to the Arlington Program. The Company sold one loan with an outstanding balance of $4.8 million for a loss of $0.2 million to entities other than the NewStar Credit Opportunities Fund, Ltd. (“NCOF”), the Arlington Fund, or the Arlington Program during the six months ended June 30, 2014. The Company sold loans with an outstanding balance of $26.5 million for an aggregate gain of $0.1 million to entities other than the NCOF or the Arlington Fund during the six months ended June 30, 2013.

As of June 30, 2014 and December 31, 2013, loans and leases consisted of the following:


	June 30, 2014			December 31, 2013
	($ in thousands)
Leveraged Finance	$	1,702,484		$	1,965,130
Business Credit		278,597			236,985
Real Estate		109,781			123,029

Gross loans and leases		2,090,862			2,325,144
Deferred loan fees, net		(17,327	)		(17,064	)
Allowance for loan and lease losses		(38,595	)		(41,403	)

Total loans and leases, net	$	2,034,940		$	2,266,677

As of June 30, 2014 and December 31, 2013, Equipment Finance leases and loans totaled $80.8 million and $38.4 million, respectively, and are included in the Business Credit balances.

The Company provides commercial loans, commercial real estate loans, and leases to customers throughout the United States. The Company’s borrowers may be susceptible to economic slowdowns or recessions and, as a result, may have a lower capacity to make scheduled payments of interest or principal on their borrowings during these periods. Adverse economic conditions also may decrease the estimated value of the collateral, particularly real estate, securing some of the Company’s loans. Although the Company has a diversified loan and lease portfolio, certain events may occur, including, but not limited to, adverse economic conditions and adverse events affecting specific clients, industries or markets, that could adversely affect the ability of borrowers to make timely scheduled principal and interest payments on their loans and leases.

The Company internally risk rates loans based on individual credit criteria on at least a quarterly basis. Borrowers provide the Company with financial information on either a quarterly or monthly basis. Loan ratings as well as identification of impaired loans are dynamically updated to reflect changes in borrower condition or profile. A loan is considered to be impaired when it is probable that the Company will be unable to collect all amounts due to it according to the contractual terms of the loan agreement. Impaired loans include all non-accrual loans, loans with partial charge-offs and loans which are troubled debt restructurings (“TDR”).

The Company utilizes a number of analytical tools for the purpose of estimating probability of default and loss given default for its four specialized lending groups. The quantitative models employed by the Company in its Leveraged Finance and Equipment Finance businesses utilize Moody’s KMV RiskCalc credit risk model in combination with a proprietary qualitative model, which generates a rating that maps to a probability of default estimate. Real Estate utilizes a proprietary model that has been developed to capture risk characteristics unique to the lending activities in that line of business. The model produces an obligor risk rating which corresponds to a probability of default and also produces a loss given default. In each case, the probability of default and the loss given default are used to calculate an expected loss for those lending groups. Due to the nature of its borrowers and the structure of its loans, Business Credit utilizes a proprietary model that produces a rating that corresponds to an expected loss, without calculating a probability of default and loss given default. For variable interest entities for which the Company is providing transitional capital, a qualitative analysis is used to determine expected loss during the determined loss emergence period. In each case, the expected loss is the primary component in a formulaic calculation of general reserves attributable to a given loan.

Loans and leases which are rated at or better than a specified threshold are typically classified as “Pass”, and loans and leases rated worse than that threshold are typically classified as “Criticized”, a characterization that may apply to impaired loans, including TDR. As of June 30, 2014, $141.7 million of the Company’s loans were classified as “Criticized”, including $129.9 million of the Company’s impaired loans, and $1.9 billion were classified as “Pass”. As of December 31, 2013, $190.6 million of the Company’s loans were classified as “Criticized”, including $177.5 million of the Company’s impaired loans, and $2.1 billion were classified as “Pass”.

When the Company rates a loan above a certain risk rating threshold and determines that it is impaired, the Company will establish a specific allowance, and the loan will be analyzed and may be placed on non-accrual. If the asset deteriorates further, the specific allowance may increase, and ultimately may result in a loss and charge-off.

A TDR that performs in accordance with the terms of the restructuring may improve its risk profile over time. While the concessions in terms of pricing or amortization may not have been reversed and further amended to “market” levels, the financial condition of the Borrower may improve over time to the point where the rating improves from the “Criticized” classification that was appropriate immediately prior to, or at, restructuring.

As of June 30, 2014, the Company had impaired loans with an aggregate outstanding balance of $230.0 million. Impaired loans with an aggregate outstanding balance of $183.6 million have been restructured and classified as TDR. As of June 30, 2014, the aggregate carrying value of equity investments in certain of the Company’s borrowers in connection with troubled debt restructurings totaled $15.7 million. Impaired loans with an aggregate outstanding balance of $77.5 million were also on non-accrual status. For impaired loans on non-accrual status, the Company’s policy is to reverse the accrued interest previously recognized as interest income subsequent to the last cash receipt in the current year. The recognition of interest income on the loan only resumes when factors indicating doubtful collection no longer exist and the non-accrual loan has been brought current. During the three and six months ended June 30, 2014, the Company charged off $13.2 million and $18.7 million, respectively of outstanding non-accrual loans. During the three and six months ended June 30, 2014, the Company placed loans with an aggregate outstanding balance of $15.0 million and $25.5 million, respectively, on non-accrual status. During the three and six months ended June 30, 2014, the Company recorded $13.9 million and $18.0 million, respectively, of net specific provisions for impaired loans. At June 30, 2014, the Company had a $20.0 million specific allowance for impaired loans with an aggregate outstanding balance of $129.7 million. At June 30, 2014, additional funding commitments for impaired loans totaled $16.6 million. The Company’s obligation to fulfill the additional funding commitments on impaired loans is generally contingent on the borrower’s compliance with the terms of the credit agreement and the borrowing base availability for asset-based loans, or if the borrower is not in compliance additional funding commitments may be made at the Company’s discretion. As of June 30, 2014, $22.2 million of loans on non-accrual status were greater than 60 days past due and classified as delinquent by the Company. Included in the $20.0 million specific allowance for impaired loans was $3.4 million related to delinquent loans.

As of December 31, 2013, the Company had impaired loans with an aggregate outstanding balance of $271.0 million. Impaired loans with an aggregate outstanding balance of $240.3 million have been restructured and classified as TDR. As of December 31, 2013, the aggregate carrying value of equity investments in certain of the Company’s borrowers in connection with troubled debt restructurings totaled $6.9 million. Impaired loans with an aggregate outstanding balance of $70.7 million were also on non-accrual status. During 2013, the Company charged off $15.8 million of outstanding non-accrual loans. During 2013, the Company placed loans with an aggregate outstanding balance of $48.9 million on non-accrual status and took loans with an aggregate outstanding balance of $34.8 million off of non-accrual status. During 2013, the Company recorded $11.2 million of net specific provisions for impaired loans. At December 31, 2013, the Company had a $23.3 million specific allowance for impaired loans with an aggregate outstanding balance of $154.7 million. At December 31, 2013, additional funding commitments for impaired loans totaled $17.6 million. As of December 31, 2013, $5.1 million of loans on non-accrual status were greater than 60 days past due and classified as delinquent by the Company. Included in the $23.3 million specific allowance for impaired loans was $1.2 million related to delinquent loans.

During 2012, as part of the resolution of two impaired commercial real estate loans, the Company took control of the underlying commercial real estate properties. The Company recorded a partial charge-off of $2.7 million and classified the commercial real estate properties as other real estate owned. The commercial real estate properties had an aggregate carrying value of $12.9 million and $13.5 million as of June 30, 2014 and as of December 31, 2013, respectively.

A summary of impaired loans is as follows:


	Investment		Unpaid Principal		Recorded Investment with a Related Allowance for Credit Losses		Recorded Investment without a Related Allowance for Credit Losses
					($ in thousands)
June 30, 2014
Leveraged Finance	$	172,191	$	213,914	$	98,687	$	73,504
Business Credit		247		533		247		0
Real Estate		57,513		57,517		30,768		26,745

Total	$	229,951	$	271,964	$	129,702	$	100,249

December 31, 2013
Leveraged Finance	$	208,626	$	238,522	$	124,560	$	84,066
Business Credit		287		476		287		0
Real Estate		62,106		62,110		29,870		32,236

Total	$	271,019	$	301,108	$	154,717	$	116,302

During the three and six months ended June 30, 2014, the Company recorded net partial charge-offs of $13.2 million and $21.2 million, respectively, and during the three and six months ended June 30, 2013, the Company recorded net partial charge-offs of $10.9 million and $16.1 million, respectively. During the three and six months ended June 30, 2014 and 2013, the Company did not record any recoveries of previously charged off loans. The Company’s general policy is to record a specific allowance for an impaired loan when the Company determines that it is doubtful that it will be able to collect all amounts due according to the contractual terms of the loan. Any partial charge-off of such loan would typically occur in a subsequent period. The Company may record the initial specific allowance related to an impaired loan in the same period as it records a partial charge-off in certain circumstances such as if the terms of a restructured loan are finalized during that period. When a loan is determined to be uncollectible, the specific allowance is charged off, and reduces the gross investment in the loan.

While charge-offs typically have no net impact on the carrying value of net loans, charge-offs lower the level of the allowance for loan losses; and, as a result, reduce the percentage of allowance for loans to total loans, and the percentage of allowance for loan losses to non-performing loans.

Below is a summary of the Company’s evaluation of its portfolio and allowance for loan and lease losses by impairment methodology:


	Leveraged Finance				Business Credit				Real Estate
June 30, 2014	Investment		Allowance		Investment		Allowance		Investment		Allowance
	($ in thousands)
Collectively evaluated (1)	$	1,530,293	$	16,765	$	278,350	$	1,479	$	52,268	$	308
Individually evaluated (2)		172,191		16,515		247		200		57,513		3,328

Total	$	1,702,484	$	33,280	$	278,597	$	1,679	$	109,781	$	3,636


	Leveraged Finance				Business Credit				Real Estate
December 31, 2013	Investment		Allowance		Investment		Allowance		Investment		Allowance
	($ in thousands)
Collectively evaluated (1)	$	1,756,504	$	16,524	$	236,698	$	1,198	$	60,923	$	377
Individually evaluated (2)		208,626		19,828		287		200		62,106		3,276

Total	$	1,965,130	$	36,352	$	236,985	$	1,398	$	123,029	$	3,653

(1)

Represents loans and leases collectively evaluated for impairment in accordance with ASC 450-20, Loss Contingencies, and pursuant to amendments by ASU 2010-20 regarding allowance for unimpaired loans and leases. These loans and leases had a weighted average risk rating of 5.1 and 5.0 based on the Company’s internally developed 12 point scale at each of June 30, 2014 and December 31, 2013, respectively.

(2)	Represents loans individually evaluated for impairment in accordance with ASU 310-10, Receivables, and pursuant to amendments by ASU 2010-20 regarding allowance for impaired loans.

Below is a summary of the Company’s investment in nonaccrual loans.


Recorded Investment in Nonaccrual Loans	June 30, 2014		December 31, 2013
	($ in thousands)
Leveraged Finance	$	72,144	$	63,553
Business Credit		247		287
Real Estate		5,067		6,865

Total	$	77,458	$	70,705

Loans being restructured typically develop adverse performance trends as a result of internal or external factors, the result of which is an inability to comply with the terms of the applicable credit agreement governing their obligations to the Company. In order to mitigate default risk and/or liquidation, assuming that liquidation proceeds are not viewed as a more favorable outcome to the Company and other lenders, the Company will enter into negotiations with the borrower and its shareholders on the terms of a restructuring. When restructuring a loan, the Company undertakes an extensive diligence process which typically includes (i) construction of a financial model that runs through the tenor of the restructuring term, (ii) meetings with management of the borrower, (iii) engagement of third party consultants and (iv) internal analysis. Once a restructuring proposal is developed, it is subject to approval by both the Company’s Underwriting Committee and the Company’s Investment Committee. Loans will only be removed from TDR classification upon the refinancing of outstanding obligations on terms which are determined to be “market” in all material respects, or upon full payoff of the loan. The Company may modify loans that are not determined to be a TDR. Where a loan is modified or restructured but loan terms are considered market and no concessions were given on the loan terms, including price, principal amortization or obligation, or other restrictive covenants, a loan will not be classified as a TDR.

The Company has made the following types of concessions in the context of a TDR:

Group I:

•

extension of principal repayment term

•

principal holidays

•

interest rate adjustments

Group II:

•

partial charge-offs

•

partial forgiveness

•

conversion of debt to equity

A summary of the types of concessions that the Company made with respect to TDRs at June 30, 2014 and December 31, 2013 is provided below:


	Group I		Group II
	($ in thousands)
June 30, 2014	$	183,568	$	141,430
December 31, 2013	$	240,319	$	164,150

Note: A loan may be included in both restructuring groups, but not repeatedly within each group.

For the three and six months ended June 30, 2014, the Company had partial charge-offs totaling $10.6 million and $18.6 million, respectively related to loans previously classified as TDR. As of June 30, 2014, the Company had not removed the TDR classification from any loan previously identified as such.

The Company measures TDRs similarly to how it measures all loans for impairment. The Company performs a discounted cash flow analysis on cash flow dependent loans and we assess the underlying collateral value less reasonable costs of sale for collateral dependent loans. Management analyzes the projected performance of the borrower to determine if it has the ability to service principal and interest based on the terms of the restructuring. If a charge-off is taken on a restructured loan, interest will typically move to a “cash basis” where it is taken into income only upon receipt or be placed on non-accrual. Loans will typically not be returned to accrual status until at least six months of contractual payments have been made in a timely manner. Additionally, at the time of a restructuring and quarterly thereafter, an impairment analysis is undertaken to determine the level of impairment on the loan.

Below is a summary of the Company’s loans which were classified as TDR.


For the Three Months Ended June 30, 2014	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Investment in TDR Subsequently Defaulted
	($ in thousands)
Leveraged Finance	$	0	$	0	$	142
Business Credit		0		0		0
Real Estate		0		0		0

Total	$	0	$	0	$	142


For the Six Months Ended June 30, 2014	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Investment in TDR Subsequently Defaulted
	($ in thousands)
Leveraged Finance	$	0	$	0	$	10,589
Business Credit		0		0		0
Real Estate		0		0		0

Total	$	0	$	0	$	10,589


For the Year Ended December 31, 2013	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Investment in TDR Subsequently Defaulted
	($ in thousands)
Leveraged Finance	$	23,580	$	23,580	$	27,872
Business Credit		0		0		0
Real Estate		0		0		8,976

Total	$	23,580	$	23,580	$	36,848

The following sets forth a breakdown of troubled debt restructurings at June 30, 2014 and December 31, 2013:


As of June 30, 2014	Accrual Status								For the six months
($ in thousands) Loan Type	Accruing		Nonaccrual		Impaired Balance		Specific Allowance		Charged- off
Leveraged Finance	$	100,047	$	56,776	$	156,823	$	15,292	$	18,620
Business Credit		0		0		0		0		0
Real Estate		21,678		5,067		26,745		0		0

Total	$	121,725	$	61,843	$	183,568	$	15,292	$	18,620


As of December 31, 2013	Accrual Status								For the year
($ in thousands) Loan Type	Accruing		Nonaccrual		Impaired Balance		Specific Allowance		Charged- off
Leveraged Finance	$	145,073	$	63,010	$	208,083	$	19,713	$	8,759
Business Credit		0		0		0		0		0
Real Estate		25,371		6,865		32,236		0		0

Total	$	170,444	$	69,875	$	240,319	$	19,713	$	8,759

The Company classifies a loan as past due when it is over 60 days delinquent.

An age analysis of the Company’s past due receivables is as follows:


	60-89 Days Past Due		Greater than 90 Days		Total Past Due		Current		Total Loans and Leases		Investment in > 60 Days & Accruing
	($ in thousands)
June 30, 2014
Leveraged Finance	$	142	$	21,812	$	21,954	$	1,680,530	$	1,702,484	$	0
Business Credit		0		247		247		278,350		278,597		0
Real Estate		0		0		0		109,781		109,781		0

Total	$	142	$	22,059	$	22,201	$	2,068,661	$	2,090,862	$	0


	60-89 Days Past Due		Greater than 90 Days		Total Past Due		Current		Total Loans and Leases		Investment in > 60 Days & Accruing
	($ in thousands)
December 31, 2013
Leveraged Finance	$	0	$	4,788	$	4,788	$	1,960,342	$	1,965,130	$	0
Business Credit		0		287		287		236,698		236,985		0
Real Estate		0		0		0		123,029		123,029		0

Total	$	0	$	5,075	$	5,075	$	2,320,069	$	2,325,144	$	0

A general allowance is provided for loans and leases that are not impaired. The Company employs a variety of internally developed and third-party modeling and estimation tools for measuring credit risk, which are used in developing an allowance for loan and lease losses on outstanding loans and leases. The Company’s allowance framework addresses economic conditions, capital market liquidity and industry circumstances from both a top-down and bottom-up perspective. The Company considers and evaluates changes in economic conditions, credit availability, industry and multiple obligor concentrations in assessing both probabilities of default and loss severities as part of the general component of the allowance for loan and lease losses.

On at least a quarterly basis, loans and leases are internally risk-rated based on individual credit criteria, including loan and lease type, loan and lease structures (including balloon and bullet structures common in the Company’s Leveraged Finance and Real Estate cash flow loans), borrower industry, payment capacity, location and quality of collateral if any (including the Company’s Real Estate loans). Borrowers provide the Company with financial information on either a monthly or quarterly basis. Ratings, corresponding assumed default rates and assumed loss severities are dynamically updated to reflect any changes in borrower condition or profile.

For Leveraged Finance loans and equipment finance products, the data set used to construct probabilities of default in its allowance for loan losses model, Moody’s CRD Private Firm Database, primarily contains middle market loans that share attributes similar to the Company’s loans. The Company also considers the quality of the loan or lease terms in determining a loan loss in the event of default.

For Business Credit loans, the Company utilizes a proprietary model to risk rate the loans on a monthly basis. This model captures the impact of changes in industry and economic conditions as well as changes in the quality of the borrower’s collateral and financial performance to assign a final risk rating. The Company has also evaluated historical loss trends by risk rating from a comprehensive industry database covering more than twenty-five years of experience of the majority of the asset based lenders operating in the United States. Based upon the monthly risk rating from the model, the reserve is adjusted to reflect the historical average for expected loss from the industry database.

For Real Estate loans, the Company employs two mechanisms to capture the impact of industry and economic conditions. First, a loan’s risk rating, and thereby its assumed default likelihood, can be adjusted to account for overall commercial real estate market conditions. Second, to the extent that economic or industry trends adversely affect a substandard rated borrower’s loan-to-value ratio enough to impact its repayment ability, the Company applies a stress multiplier to the loan’s probability of default. The multiplier is designed to account for default characteristics that are difficult to quantify when market conditions cause commercial real estate prices to decline.

For consolidated VIEs to which the Company is providing transitional capital, we utilize a qualitative analysis which considers the business plans related to the entity, including expected hold periods, the terms of the agreements related to the entity, the Company’s historical credit experience, the credit migration of the entity’s loans in determining expected loss, as well as conditions in the capital markets.

The Company was providing capital on a transitional basis to the Arlington Fund, prior to the completion of its term debt securitization on June 26, 2014. During the transitional hold period, the expected loss on Arlington Fund was zero and no allowance was recorded.

If the Company determines that changes in its allowance for credit losses methodology are advisable, as a result of changes in the economic environment or otherwise, the revised allowance methodology may result in higher or lower levels of allowance. Moreover, given uncertain market conditions, actual losses under the Company’s current or any revised allowance methodology may differ materially from the Company’s estimate.

Additionally, when determining the amount of the general allowance, the Company supplements the base amount with a judgmental amount which is governed by a score card system comprised of ten individually weighted risk factors. The risk factors are designed based on those outlined in the Comptrollers of the Currency’s Allowance for Loan and Lease Losses Handbook. The Company also performs a ratio analysis of comparable money center banks, regional banks and finance companies. While the Company does not rely on this peer group comparison to set the level of allowance for credit losses, it does assist management in identifying market trends and serves as an overall reasonableness check on the allowance for credit losses computation.

A loan is considered impaired when it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. The measurement of impairment of a loan is based upon (i) the present value of expected future cash flows discounted at the loan’s effective interest rate, (ii) the loan’s observable market price, or (iii) the fair value of the collateral if the loan is collateral dependent, depending on the circumstances and our collection strategy. Impaired loans are identified based on the loan-by-loan risk rating process described above. It is the Company’s policy during the reporting period to record a specific provision for credit losses for all loans for which we have serious doubts as to the ability of the borrowers to comply with the present loan repayment terms.

A summary of the activity in the allowance for credit losses is as follows:


	Three Months Ended June 30, 2014
	Leveraged Finance			Business Credit		Real Estate			Total
	($ in thousands)
Balance, beginning of period	$	34,536		$	1,506	$	3,557		$	39,599
Provision for credit losses—general		(1,268	)		173		(109	)		(1,204	)
Provision for credit losses—specific		13,670			0		186			13,856
Loans charged off, net of recoveries		(13,152	)		0		0			(13,152	)

Balance, end of period	$	33,786		$	1,679	$	3,634		$	39,099

Balance, end of period—specific	$	16,515		$	200	$	3,328		$	20,043

Balance, end of period—general	$	17,271		$	1,479	$	306		$	19,056

Average balance of impaired loans	$	177,342		$	519	$	57,975		$	235,836
Interest recognized from impaired loans	$	3,766		$	0	$	535		$	4,301
Loans and leases
Loans individually evaluated with specific allowance	$	98,687		$	247	$	30,768		$	129,702
Loans individually evaluated with no specific allowance		73,504			0		26,745			100,249
Loans and leases collectively evaluated without specific allowance		1,530,293			278,350		52,268			1,860,911

Total loans and leases	$	1,702,484		$	278,597	$	109,781		$	2,090,862


	Six Months Ended June 30, 2014
	Leveraged Finance			Business Credit		Real Estate			Total
	($ in thousands)
Balance, beginning of period	$	36,803		$	1,398	$	3,653		$	41,854
Provision for credit losses—general		295			281		(70	)		506
Provision for credit losses—specific		17,902			0		51			17,953
Loans charged off, net of recoveries		(21,214	)		0		0			(21,214	)

Balance, end of period	$	33,786		$	1,679	$	3,634		$	39,099

Average balance of impaired loans	$	179,066		$	501	$	58,089		$	237,656
Interest recognized from impaired loans	$	6,043		$	0	$	1,050		$	7,093


	Three Months Ended June 30, 2013
	Leveraged Finance			Business Credit			Real Estate			Total
	($ in thousands)
Balance, beginning of period	$	36,141		$	724		$	8,634		$	45,499
Provision for credit losses—general		(1,843	)		81			(358	)		(2,120	)
Provision for credit losses—specific		6,350			2,402			(2,302	)		6,450
Loans charged off, net of recoveries		(8,482	)		(2,402	)		14			(10,870	)

Balance, end of period	$	32,166		$	805		$	5,988		$	38,959

Balance, end of period—specific	$	15,631		$	0		$	5,116		$	20,747

Balance, end of period—general	$	16,535		$	805		$	872		$	18,212

Average balance of impaired loans	$	225,406		$	6,336		$	76,478		$	308,220
Interest recognized from impaired loans	$	6,339		$	0		$	1,460		$	7,799
Loans and leases
Loans individually evaluated with specific allowance	$	101,774		$	0		$	51,714		$	153,488
Loans individually evaluated with no specific allowance		115,330			2,036			25,368			142,734
Loans acquired with deteriorating credit quality		0			1			0			1
Loans and leases collectively evaluated without specific allowance		1,342,599			199,047			44,900			1,586,546

Total loans and leases	$	1,559,703		$	201,084		$	121,982		$	1,882,769


				Six Months Ended June 30, 2013
	Leveraged Finance			Business Credit			Real Estate			Total
	($ in thousands)
Balance, beginning of period	$	39,971		$	707		$	9,286		$	49,964
Provision for credit losses—general		(1,918	)		98			0			(1,820	)
Provision for credit losses—specific		7,749			2,402			(3,283	)		6,868
Loans charged off, net of recoveries		(13,636	)		(2,402	)		(15	)		(16,053	)

Balance, end of period	$	32,166		$	805		$	5,988		$	38,959

Average balance of impaired loans	$	221,152		$	6,563		$	76,785		$	304,500
Interest recognized from impaired loans	$	6,339		$	80		$	1,460		$	7,879

Included in the allowance for credit losses at June 30, 2014 and December 31, 2013 is an allowance for unfunded commitments of $0.5 million at each period end, which is recorded as a component of other liabilities on the Company’s consolidated balance sheet with changes recorded in the provision for credit losses on the Company’s consolidated statement of operations. The methodology for determining the allowance for unfunded commitments is consistent with the methodology for determining the allowance for loan and lease losses.

During the six months ended June 30, 2014, the Company recorded a total provision for credit losses of $18.5 million. The Company decreased its allowance for credit losses to $39.1 million as of June 30, 2014 from $41.9 million at December 31, 2013. The Company had $21.2 million of net charge-offs of impaired loans with a specific allowance, increased its general allowance for credit losses by 11 basis points during the six months ended June 30, 2014, and recorded new specific provisions for credit losses of $18.0 million. The general allowance for credit losses covers probable losses in the Company’s loan and lease portfolio with respect to loans and leases for which no specific impairment has been identified. When a loan is classified as impaired, the loan is evaluated for a specific allowance and a specific provision may be recorded, thereby removing it from consideration under the general component of the allowance analysis. Loans that are deemed to be uncollectible are charged off and deducted from the allowance, and recoveries on loans previously charged off are netted against loans charged off. A specific provision for credit losses is recorded with respect to impaired loans for which it is probable that the Company will be unable to collect all amounts due in accordance with the contractual terms of the loan agreement for which there is impairment recognized. The outstanding balance of impaired loans, which include all of the outstanding balances of the Company’s delinquent loans and its troubled debt restructurings, as a percentage of “Loans and leases, net” was 11% as of June 30, 2014 and 12% as of December 31, 2013. The decrease is primarily due to charge offs of impaired loans, improving credit migration, and the better credit quality of the acquired NCOF portfolio purchased during December 2013.

The Company closely monitors the credit quality of its loans and leases which is partly reflected in its credit metrics such as loan delinquencies, non-accruals and charge-offs. Changes in these credit metrics are largely due to changes in economic conditions and seasoning of the loan and lease portfolio.

The Company continually evaluates the appropriateness of its allowance for credit losses methodology. Based on the Company’s evaluation process to determine the level of the allowance for loan and lease losses, management believes the allowance to be adequate as of June 30, 2014 in light of the estimated known and inherent risks identified through its analysis.

Note 4. Restricted Cash

Restricted cash as of June 30, 2014 and December 31, 2013 was as follows:


	June 30, 2014		December 31, 2013
	($ in thousands)
Collections on loans pledged to credit facilities	$	20,113	$	62,231
Principal and interest collections on loans held in trust and prefunding amounts		145,946		107,402
Customer escrow accounts		90		237

Total	$	166,149	$	169,870

As of June 30, 2014, the Company had the ability to use $40.2 million of restricted cash to fund new or existing loans.

Note 5. Investments in Debt Securities, Available-for-Sale

Amortized cost of investments in debt securities as of June 30, 2014 and December 31, 2013 was as follows:


	June 30, 2014			December 31, 2013
	($ in thousands)
Investments in debt securities—gross	$	19,298		$	25,298
Unamortized discount		(3,801	)		(4,095	)

Investments in debt securities—amortized cost	$	15,497		$	21,203

The amortized cost, gross unrealized holding gains, gross unrealized holding losses, and fair value of available-for-sale securities at June 30, 2014 and December 31, 2013 were as follows:


	Amortized cost		Gross unrealized holding gains		Gross unrealized holding losses		Fair value
	($ in thousands)
June 30, 2014:
Collateralized loan obligations	$	15,497	$	1,048	$	0	$	16,545

	$	15,497	$	1,048	$	0	$	16,545


	Amortized cost		Gross unrealized holding gains		Gross unrealized holding losses			Fair value
	($ in thousands)
December 31, 2013:
Collateralized loan obligations	$	21,203	$	1,270	$	(275	)	$	22,198

	$	21,203	$	1,270	$	(275	)	$	22,198

During the six months ended June 30, 2014, $6.0 million of investments in debt securities paid off at par.

The Company did not sell any debt securities during the six months ended June 30, 2014 and 2013.

The Company did not record any net Other-Than-Temporary Impairment charges during the six months ended June 30, 2014 and 2013.

The Company did not hold any investment positions which were carried at an unrealized loss as of June 30, 2014. The following is an analysis of the continuous periods during which the Company has held investment positions which were carried at an unrealized loss as of December 31, 2013:


	December 31, 2013
	Less than 12 Months		Greater than or Equal to 12 Months		Total
	($ in thousands)
Number of positions		0		2		2
Fair value	$	0	$	8,370	$	8,370
Amortized cost		0		8,645		8,645

Unrealized loss	$	0	$	275	$	275

As a result of the Company’s evaluation of the securities, management concluded that the unrealized losses at December 31, 2013 were caused by changes in market prices driven by interest rates and credit spreads. The Company’s evaluation of impairment include quotes from third party pricing services, adjustments to prepayment speeds, delinquency, an analysis of expected cash flows, interest rates, market discount rates, other contract terms, and the timing and level of losses on the loans and leases within the underlying trusts. At December 31, 2013, the Company has determined that it is not more likely than not that it will be required to sell the securities before the Company recovers its amortized cost basis in the security. The Company has also determined that there has not been an adverse change in the cash flows expected to be collected. Based upon the Company’s impairment review process, and the Company’s ability and intent to hold these securities until maturity or a recovery of fair value, the decline in the value of these investments is not considered to be “Other Than Temporary.”

Maturities of debt securities classified as available-for-sale were as follows at June 30, 2014 and December 31, 2013 (maturities of asset-backed securities have been allocated based upon estimated maturities, assuming no change in the current interest rate environment):


	June 30, 2014				December 31, 2013
	Amortized cost		Fair value		Amortized cost		Fair value
	($ in thousands)
Available-for-sale:
Due one year or less	$	0	$	0	$	0	$	0
Due after one year through five years		0		0		0		0
Due after five years through ten years		15,497		16,545		21,203		22,198

Total	$	15,497	$	16,545	$	21,203	$	22,198

Note 6. Borrowings

Credit Facilities

As of June 30, 2014 the Company had four credit facilities through certain of its wholly-owned subsidiaries: (i) a $275 million credit facility with Wells Fargo Bank, National Association (“Wells Fargo”) to fund leveraged finance loans, (ii) a $125 million credit facility with DZ Bank AG Deutsche Zentral-Genossenschaftbank Frankfurt (“DZ Bank”) to fund asset-based loans, (iii) a $100 million credit facility with Wells Fargo to fund asset-based loans, and (iv) a $75 million credit facility with Wells Fargo to fund equipment leases and loans. Prior to the completion of its term debt securitization on June 26, 2014, the Arlington Fund had one credit facility, which consisted of a $147 million of Class A Notes (as defined below) with Wells Fargo and $28.0 million of Class B Notes (as defined below) with the Company. The liability under the Class B Notes was eliminated in consolidation in accordance with GAAP.

The Company must comply with various covenants under these facilities. The breach of certain of these covenants could result in a termination event and the exercise of remedies if not cured. At June 30, 2014, the Company was in compliance with all such covenants. These covenants are customary and vary depending on the type of facility. These covenants include, but are not limited to, failure to service debt obligations, failure to meet liquidity covenants and tangible net worth covenants, and failure to remain within prescribed facility portfolio delinquency, charge-off levels, and overcollateralization tests. In addition, the Company is required to make termination or make-whole payments in the event that certain of its existing credit facilities are prepaid. These termination or make-whole payments, if triggered, could be material to the Company individually or in the aggregate, and in the case of certain facilities, could be caused by factors outside of the Company’s control, including as a result of loan prepayment by the borrowers under the loan facilities that collateralize these credit facilities.

The Company has a $275 million credit facility with Wells Fargo to fund leveraged finance loans with the ability to further increase the commitment amount to $325.0 million, subject to lender approval and other customary conditions. The credit facility had an outstanding balance of $0 and unamortized deferred financing fees of $2.9 million as of June 30, 2014. Interest on this facility accrues at a variable rate per annum. The facility provides for a revolving reinvestment period which ends on November 5, 2015 with a two-year amortization period.

The Company has a $125 million credit facility with DZ Bank that had an outstanding balance of $70.1 million and unamortized deferred financing fees of $0.5 million as of June 30, 2014. Interest on this facility accrues at a variable rate per annum. As part of the agreement, there is a minimum interest charge of $1.9 million per annum. If the facility is not utilized to cover this minimum requirement, then a make-whole fee is assessed to satisfy the minimum requirement. The Company is permitted to use the proceeds of borrowings under the credit facility to fund advances under asset-based loan commitments. The commitment amount under the credit facility provides for reinvestment until it matures on June 30, 2015 with no amortization period.

The Company has a $100 million credit facility with Wells Fargo to fund asset-based loan origination. The credit facility had an outstanding balance of $63.2 million and unamortized deferred financing fees of $0.5 million as of June 30, 2014. On April 1, 2014, the Company entered into an amendment which increased the commitment amount under this credit facility to $100.0 million from $75.0 million. The credit facility may be increased to an amount up to $150.0 million subject to lender approval and other customary conditions. Interest on this facility accrues at a variable rate per annum. The credit facility provides for reinvestment until it matures on December 7, 2015 with no amortization period.

The Company has a note purchase agreement with Wells Fargo under the terms of which Wells Fargo agreed to provide a $75 million credit facility to fund equipment leases and loans. The credit facility had an outstanding balance of $15.7 million and unamortized deferred financing fees of $0.8 million as of June 30, 2014. Interest on this facility accrues at a variable rate per annum. The credit facility matures on November 16, 2016.

On April 4, 2013, Arlington Fund entered into an agreement establishing $147 million of Class A Notes and $28 million of Class B Notes to partially fund eligible leveraged loans. Wells Fargo funded the Class A Notes as the initial Class A lender and the Company funded the Class B Notes as the initial Class B lender. On June 26, 2014, the Class A Notes and the Class B notes were redeemed in connection with the completion of the Arlington Program term debt securitization.

Corporate Credit Facility

On January 5, 2010, the Company entered into a note agreement with Fortress Credit Corp., which was subsequently amended on August 31, 2010, January 27, 2012, November 5, 2012, and December 4, 2012. The agreement was amended and restated on May 13, 2013 and further amended on June 3, 2013. On March 6, 2014, as permitted under the corporate credit facility with Fortress Credit Corp., the Company requested and received an increase of $28.5 million to the Initial Funding under this credit facility. On May 15, 2014, as permitted under the corporate credit facility with Fortress Credit Corp., the Company requested and received a new $10.0 million term loan (the “Term C Loan”). The credit facility, as amended, consists of a $238.5 million term note with Fortress Credit Corp. as agent, which consists of the existing outstanding balance of $100.0 million (the “Existing Funding”), an initial funding of $98.5 million (the “Initial Funding”), and three subsequent borrowings, of $5.0 million (the “Delay Draw Term A”), $25.0 million (the “Delay Draw Term B”) and the $10.0 million Term C Loan. The Existing Funding, the Initial Funding, the Delay Draw Term A, and the Term C Loan mature on May 11, 2018. The Delay Draw Term B matures on June 3, 2016. The Initial Funding, the Existing Funding and the Delay Draw Term A accrue interest at the London Interbank Offered Rate (LIBOR) plus 4.50% with an interest rate floor of 1.00%. The Delay Draw Term B accrues interest at LIBOR plus 3.375% with an interest rate floor of 1.00%. The Term C Loan accrues interest at LIBOR plus 4.25% with an interest rate floor of 1.00%.

The Company is permitted to use the proceeds of borrowings under the credit facility for general corporate purposes including, but not limited to, funding loans, working capital, paying down outstanding debt, acquisitions and repurchasing capital stock and dividend payments up to $37.5 million, The $37.5 million may be adjusted upward by the amount of fiscal year-end net income excluding depreciation and amortization expense.

The term note may be prepaid at any time without a prepayment penalty. The term note may be prepaid at par in the event of a change of control. As of June 30, 2014, the term note had an outstanding principal balance of $238.5 million and unamortized deferred financing fees of $4.7 million.

Subordinated debt – Fund membership interest

Prior to the completion of the Arlington Program’s term debt securitization on June 26, 2014, the Company had purchased membership interests totaling $5.0 million in the Arlington Fund and a third-party investor had purchased membership interests totaling $30.0 million. The Company was the primary beneficiary of the Arlington Fund, and as a result of consolidating the Arlington Fund as a variable interest entity, or VIE, the membership interests representing equity ownership of Arlington Fund were characterized as debt in the Company’s consolidated statement of financial position. The Company applied an imputed interest rate to that debt and recorded the resulting interest expense in its consolidated statement of operations. In the consolidation, the Company eliminated the economic results of its related portion of the membership interests and the applied interest expense from its results of operations and statements of financial position. A portion of the proceeds from the Arlington Program’s term debt securitization were

used to redeem the membership interests in the Arlington Fund. As a result the Company deconsolidated the Arlington Fund from its statements of financial position beginning on June 26, 2014 and will not consolidate the Arlington Program’s operating results or statements of financial position as of that date.

Term Debt Securitizations

In June 2006 the Company completed a term debt securitization transaction. In conjunction with this transaction the Company established a separate single-purpose bankruptcy remote subsidiary, NewStar Commercial Loan Trust 2006-1 (the “2006 CLO Trust”) and sold and contributed $500 million in loans and investments (including unfunded commitments), or portions thereof, to the 2006 CLO Trust. The Company remains the servicer of the loans. Simultaneously with the initial sale and contribution, the 2006 CLO Trust issued $456.3 million of notes to institutional investors. The Company retained $43.8 million, comprising 100% of the 2006 CLO Trust’s trust certificates. At June 30, 2014, the $105.1 million of outstanding drawn notes were collateralized by the specific loans and investments, principal collection account cash and principal payment receivables totaling $148.8 million. At June 30, 2014, deferred financing fees were $0. The 2006 CLO Trust permitted reinvestment of collateral principal repayments for a five-year period which ended in June 2011. During 2011, the Company purchased $7.0 million of the 2006 CLO Trust’s Class C notes, $6.0 million of the 2006 CLO Trust’s Class D notes and $2.0 million of the 2006 CLO Trust’s Class E notes. During 2010, the Company purchased $3.0 million of the 2006 CLO Trust’s Class D notes and $3.0 million of the 2006 CLO Trust’s Class E notes. During 2009, the Company purchased $6.5 million of the 2006 CLO Trust’s Class D notes and $1.8 million of the 2006 CLO Trust’s Class E notes. During 2008, the Company purchased $3.3 million of the 2006 CLO Trust’s Class D and $2.5 million of the 2006 CLO Trust’s Class E notes, respectively.

During 2009, Moody’s downgraded all of the notes of the 2006 CLO Trust. As a result of the downgrade, amortization of the 2006 CLO Trust changed from pro rata to sequential, resulting in scheduled principal payments thereafter made in order of the notes seniority until all available funds are exhausted for each payment. During 2010, Standard and Poor’s downgraded the Class A-1 notes, the Class A-2 notes, the Class C notes, the Class D notes and the Class E notes of the 2006 CLO Trust. The downgrade did not have any material consequence as the amortization of the 2006 CLO Trust changed from pro rata to sequential after the Moody’s downgrade in 2009. During 2011, Moody’s upgraded its ratings of all of the notes of the 2006 CLO Trust. During the third quarter of 2012, Fitch affirmed its ratings of all of the notes of the 2006 CLO Trust. During the fourth quarter of 2012, Standard and Poor’s upgraded the Class D notes and the Class E notes and affirmed the rating of the Class A-1 notes, the Class A-2 notes, the Class B notes and the Class C notes of the 2006 CLO Trust. During the third quarter of 2013, Fitch affirmed its ratings on all of the notes of the 2006 CLO Trust. During the first quarter of 2014, Moody’s upgraded its ratings on the Class B notes, the Class C notes, Class D notes and the Class E notes and affirmed its ratings on the Class A-1 notes and the Class A-2 notes of the 2006 CLO Trust. Also during the first quarter of 2014, Standard and Poor’s upgraded its ratings on all of the notes of the 2006 CLO Trust.

The Company receives a collateral management fee and excess interest spread. The Company also receives payments with respect to the classes of notes it owns in accordance with the transaction documents. The Company expects to receive a principal distribution as owner of the trust certificates when the term debt is retired. If loan collateral in the 2006 CLO Trust is in default under the terms of the indenture, the excess interest spread from the 2006 CLO Trust could not be distributed until the undistributed cash plus recoveries equals the outstanding balance of the defaulted loan or if the Company elected to remove the defaulted collateral.

The following table sets forth the selected information with respect to the 2006 CLO Trust:

Notes
originally
issued

Outstanding
balance
June 30,
2014

Interest
rate

Original
maturity

Ratings
(S&P/Moody’s/
Fitch)(1)

($ in thousands)

2006 CLO Trust

Class A-1

320,000

38,653

Libor+0.27%

March 30, 2022

AAA/Aaa/AAA

Class A-2

40,000

5,173

Libor+0.28%

March 30, 2022

AAA/Aaa/AAA

Class B

22,500

Libor+0.38%

March 30, 2022

AAA/Aaa/AA

Class C

35,000

28,000

Libor+0.68%

March 30, 2022

AA/Aa2/A

Class D

25,000

6,250

Libor+1.35%

March 30, 2022

A/A3/BBB

Class E

13,750

4,500

Libor+1.75%

March 30, 2022

BBB/Baa3/BB

456,250

105,076

(1)

These ratings were initially given in June 2006, are unaudited and are subject to change from time to time. During the first quarter of 2009, Fitch affirmed its ratings. During the first quarter of 2009, Moody’s downgraded the Class C notes, the Class D notes and the Class E notes. During the third quarter of 2009, Moody’s downgraded the Class A-1 notes, the Class A-2 notes and the Class B note. During the second quarter of 2010, Standard and Poor’s downgraded the Class A-1 notes, the Class A-2 notes, the Class C notes, the Class D notes and the Class E notes. During the fourth quarter of 2011, Moody’s upgraded all of the notes. During the third quarter of 2012, Fitch affirmed its ratings on all of the notes. During the fourth quarter of 2012, Standard and Poor’s upgraded the Class D notes and the Class E notes and affirmed the ratings of the Class A-1 notes, the Class A-2 notes, the Class B notes and the Class C notes. During the third quarter of 2013, Fitch affirmed its ratings on all of the notes. During the first quarter of 2014, Moody’s upgraded the Class B notes, the Class C notes, the Class D notes, the Class E notes to the ratings shown above and affirmed its ratings on the Class A-1 notes and the Class A-2 notes. Also during the first quarter of 2014, Standard and Poor’s upgraded its ratings on all notes to the ratings shown above (source: Bloomberg Finance L.P.).

In June 2007 the Company completed a term debt securitization transaction. In conjunction with this transaction the Company established a separate single-purpose bankruptcy-remote subsidiary, NewStar Commercial Loan Trust 2007-1 (the “2007-1 CLO Trust”) and sold and contributed $600 million in loans and investments (including unfunded commitments), or portions thereof, to the 2007-1 CLO Trust. The Company remains the servicer of the loans. Simultaneously with the initial sale and contribution, the 2007-1 CLO Trust issued $546.0 million of notes to institutional investors. The Company retained $54.0 million, comprising 100% of the 2007-1 CLO Trust’s trust certificates. At June 30, 2014, the $371.0 million of outstanding drawn notes were collateralized by the specific loans and investments, principal collection account cash and principal payment receivables totaling $425.0 million. At June 30, 2014, deferred financing fees were $0.9 million. The 2007-1 CLO Trust permitted reinvestment of collateral principal repayments for a six-year period which ended in May 2013. During 2012, the Company purchased $0.2 million of the 2007-1 CLO Trust’s Class C notes. During 2010, the Company purchased $5.0 million of the 2007-1 CLO Trust’s Class D notes. During 2009, the Company purchased $1.0 million of the 2007-1 CLO Trust’s Class D notes.

During 2009, Moody’s downgraded all of the notes of the 2007-1 CLO Trust. As a result of the downgrade, amortization of the 2007-1 CLO Trust changed from pro rata to sequential, resulting in scheduled principal payments thereafter made in order of the notes seniority until all available funds are exhausted for each payment. During 2010, Standard and Poor’s downgraded the Class A-1 notes, the Class A-2 notes, the Class C notes and the Class D notes of the 2007-1 CLO Trust. The downgrade did not have any material consequence as the amortization of the 2007-1 CLO Trust changed from pro rata to sequential after the Moody’s downgrade in 2009. During the second quarter of 2011, Moody’s upgraded the Class C notes, the Class D notes, and the Class E notes. During 2011, Standard and Poor’s upgraded the Class D notes. During the fourth quarter of 2011, Moody’s upgraded all of the notes of the 2007-1 CLO Trust. During the third quarter of 2012, Fitch affirmed its ratings of all of the notes of the 2007-1 CLO Trust. During the second quarter of 2013, Moody’s upgraded the Class B notes, the Class C notes, the Class D notes, and the Class E notes and affirmed its ratings of the Class A-1 notes and the Class A-2 notes of the 2007-1 CLO Trust. During the third quarter of 2013, Fitch affirmed its ratings on all of the notes of the 2007-1 CLO Trust. During the first quarter of 2014, Standard and Poor’s upgraded its ratings on all notes of the 2007-1 CLO Trust. During the second quarter of 2014, Moody’s affirmed the ratings of the Class B notes, the Class C notes, and the Class D notes of the 2007-1 CLO Trust.

The Company receives a loan collateral management fee and excess interest spread. The Company also receives payments with respect to the classes of notes it owns in accordance with the transaction documents. The Company expects to receive a principal distribution as owner of the trust certificates when the term debt is retired. If loan collateral in the 2007-1 CLO Trust is in default under the terms of the indenture, the excess interest spread from the 2007-1 CLO Trust could not be distributed until the undistributed cash plus recoveries equals the outstanding balance of the defaulted loan or if the Company elected to remove the defaulted collateral.

The following table sets forth selected information with respect to the 2007-1 CLO Trust:

Notes
originally
issued

Outstanding
balance
June 30,
2014

Interest
rate

Original
maturity

Ratings
(S&P/Moody’s/
Fitch)(1)

($ in thousands)

2007-1 CLO Trust

Class A-1

336,500

203,634

Libor+0.24%

September 30, 2022

AAA/Aaa/AAA

Class A-2

100,000

64,058

Libor+0.26%

September 30, 2022

AAA/Aaa/AAA

Class B

24,000

Libor+0.55%

September 30, 2022

AA+/Aa1/AA

Class C

58,500

58,293

Libor+1.30%

September 30, 2022

A-/A2/A

Class D

27,000

21,000

Libor+2.30%

September 30, 2022

BBB-/Baa2/BBB+

546,000

370,985

(1)

These ratings were initially given in June 2007, are unaudited and are subject to change from time to time. During the first quarter of 2009 Fitch affirmed its ratings on all of the notes. During the first quarter of 2009, Moody’s downgraded the Class C notes and the Class D notes. During the third quarter of 2009, Moody’s downgraded the Class A-1 notes, the Class A-2 notes and the Class B notes. During the second quarter of 2010, Standard and Poor’s downgraded the Class A-1 notes, the Class A-2 notes, the Class C notes, and the Class D notes. During the second quarter of 2011, Moody’s upgraded the Class C notes and the Class D notes. During the second quarter of 2011, Standard and Poor’s upgraded the Class D notes. During the fourth quarter of 2011, Moody’s upgraded all of the notes. During the third quarter of 2012, Fitch affirmed its ratings on all of the notes. During the second quarter of 2013, Moody’s upgraded the Class B notes, the Class C notes, the Class D notes and the Class E notes to the ratings shown above, and affirmed its ratings of the Class A-1 notes and the Class A-2 notes. During the third quarter of 2013, Fitch affirmed its ratings on all of the notes. During the first quarter of 2014, Standard and Poor’s upgraded its ratings on all notes to the ratings shown above. During the second quarter of 2014, Moody’s affirmed the above ratings of the Class B notes, the Class C notes, and the Class D notes (source: Bloomberg Finance L.P.).

On December 18, 2012, the Company completed a term debt securitization transaction. In conjunction with this transaction the Company established a separate single-purpose bankruptcy-remote subsidiary, NewStar Commercial Loan Funding 2012-2 LLC (the “2012-2 CLO”) and sold and contributed $325.9 million in loans and investments (including unfunded commitments), or portions thereof, to the 2012-2 CLO. The Company remains the servicer of the loans. Simultaneously with the initial sale and contribution, the 2012-2 CLO issued $263.3 million of notes to institutional investors. The Company retained $62.6 million, comprising 100% of the 2012-2 CLO’s membership interests, Class E notes, Class F notes, and subordinated notes. At June 30, 2014, the $263.3 million of outstanding drawn notes were collateralized by the specific loans and investments, principal collection account cash and principal payment receivables totaling $325.9 million. At June 30, 2014, deferred financing fees were $2.6 million. The 2012-2 CLO permits reinvestment of collateral principal repayments for a three-year period ending in January 2016. Should the Company determine that reinvestment of collateral principal repayments are impractical in light of market conditions or if collateral principal repayments are not reinvested within a prescribed timeframe, such funds may be used to repay the outstanding notes.

The Company receives a loan collateral management fee and excess interest spread. The Company also receives payments with respect to the classes of notes it owns in accordance with the transaction documents. The Company expects to receive a principal distribution as owner of the membership interests when the term debt is retired. If loan collateral in the 2012-2 CLO is in default under the terms of the indenture, the excess interest spread from the 2012-2 CLO may not be distributed if the overcollateralization ratio, or if other collateral quality tests, are not satisfied.

The following table sets forth selected information with respect to the 2012-2 CLO:

Notes
originally
issued

Outstanding
balance
June 30,
2014

Interest
rate

Original
maturity

Ratings
(Moody’s/
S&P)(1)

($ in thousands)

2012-2 CLO

Class A

190,700

Libor+1.90%

January 20, 2023

Aaa/AAA

Class B

26,000

Libor+3.25%

January 20, 2023

Aa2/N/A

Class C

35,200

Libor+4.25%

January 20, 2023

A2/N/A

Class D

11,400

Libor+6.25%

January 20, 2023

Baa2/N/A

263,300

(1)	These ratings were initially given in December 2012, are unaudited and are subject to change from time to time.

On September 11, 2013, the Company completed a term debt securitization transaction through its separate single-purpose bankruptcy-remote subsidiary, NewStar Commercial Loan Funding 2013-1 LLC (the “2013-1 CLO”) and sold and contributed $247.6 million in loans and investments (including unfunded commitments), or portions thereof, to the 2013-1 CLO. The Company remains the servicer of the loans. Simultaneously with the initial sale and contribution, the 2013-1 CLO issued $338.6 million of notes to institutional investors. The Company retained $61.4 million, comprising 100% of the 2013-1 CLO’s membership interests, Class F notes, Class G notes, and subordinated notes. At June 30, 2014, the $303.6 million of outstanding drawn notes were collateralized by the specific loans and investments, principal collection account cash and principal payment receivables totaling $365.0 million. At June 30, 2014, deferred financing fees were $5.0 million. The 2013-1 CLO permits reinvestment of collateral principal repayments for a three-year period ending in September 2016. Should the Company determine that reinvestment of collateral principal repayments are impractical in light of market conditions or if collateral principal repayments are not reinvested within a prescribed timeframe, such funds may be used to repay the outstanding notes.

The Company receives a loan collateral management fee and excess interest spread. The Company also receives payments with respect to the classes of notes it owns in accordance with the transaction documents. The Company expects to receive a principal distribution as owner of the membership interests when the term debt is retired. If loan collateral in the 2013-1 CLO is in default under the terms of the indenture, the excess interest spread from the 2013-1 CLO may not be distributed if the overcollateralization ratio, or if other collateral quality tests, are not satisfied.

The following table sets forth selected information with respect to the 2013-1 CLO:

Notes
originally
issued

Outstanding
balance
June 30,
2014

Interest
rate

Original
maturity

Ratings
(S&P/
Moody’s)(2)

($ in thousands)

2013-1 CLO

Class A-T

202,600

Libor +1.65%

September 20, 2023

AAA/Aaa

Class A-R

35,000

(1)

September 20, 2023

AAA/Aaa

Class B

38,000

Libor +2.30%

September 20, 2023

AA/N/A

Class C

36,000

Libor +3.80%

September 20, 2023

A/N/A

Class D

21,000

Libor +4.55%

September 20, 2023

BBB/N/A

Class E

6,000

Libor +5.30%

September 20, 2023

BBB-/N/A

338,600

303,600

(1)

Class A-R Notes accrue interest at the Class A-R CP Rate so long as they are held by a CP Conduit, and otherwise will accrue interest at the Class A-R LIBOR Rate or, in certain circumstances, the Class A-R Base Rate, but in no event shall interest rate payable pari passu with the Class A-T Notes exceed the Class A-R Waterfall Rate Cap.

(2)	These ratings were initially given in September 2013, are unaudited and are subject to change from time to time.

On April 17, 2014, the Company completed a term debt securitization transaction through its separate single-purpose bankruptcy-remote subsidiary, NewStar Commercial Loan Funding 2014-1 LLC (the “2014-1 CLO”) and sold and contributed $249.6 million in loans and investments (including unfunded commitments), or portions thereof, to the 2014-1 CLO. The Company remains the servicer of the loans. Simultaneously with the initial sale and contribution, the 2014-1 CLO issued $289.5 million of notes to institutional investors. The Company retained $58.9 million, comprising 100% of the 2014-1 CLO’s membership interests, Class E notes, Class F notes, and subordinated notes. At June 30, 2014, the $289.5 million of outstanding drawn notes were collateralized by the specific loans and investments, principal collection account cash and principal payment receivables totaling $348.4 million. At June 30, 2014, deferred financing fees were $3.4 million. The 2014-1 CLO permits reinvestment of collateral principal repayments for a four-year period ending in April 2018. Should the Company determine that reinvestment of collateral principal repayments are impractical in light of market conditions or if collateral principal repayments are not reinvested within a prescribed timeframe, such funds may be used to repay the outstanding notes.

The Company receives a loan collateral management fee and excess interest spread. The Company also receives payments with respect to the classes of notes it owns in accordance with the transaction documents. The Company expects to receive a principal distribution as owner of the membership interests when the term debt is retired. If loan collateral in the 2014-1 CLO is in default under the terms of the indenture, the excess interest spread from the 2014-1 CLO may not be distributed if the overcollateralization ratio, or if other collateral quality tests, are not satisfied.

The following table sets forth selected information with respect to the 2014-1 CLO:

Notes
originally
issued

Outstanding
balance
June 30,
2014

Interest
rate

Original
maturity

Ratings
(Moody’s)(2)

($ in thousands)

2014-1 CLO

Class A

202,500

Libor+1.80%

April 20, 2025

Aaa

Class B-1

20,000

Libor+2.60%

April 20, 2025

Aa2

Class B-2

13,250

(1)

April 20, 2025

Aa2

Class C

30,250

Libor+3.60%

April 20, 2025

Class D

23,500

Libor+4.75%

April 20, 2025

Baa3

289,500

(1)	Class B-2 Notes accrue interest at a fixed rate of 4.902%.

(2)	These ratings were initially given in April 2014, are unaudited and are subject to change from time to time.

In August 2005 the Company completed a term debt securitization transaction. In conjunction with this transaction the Company established a separate single-purpose bankruptcy-remote subsidiary, NewStar Trust 2005-1 (the “2005 CLO Trust”) and sold and contributed $375 million in loans and investments (including unfunded commitments), or portions thereof, to the 2005 CLO Trust. Simultaneously with the initial sale and contribution, the 2005 CLO Trust issued $343.4 million of notes to institutional investors and issued $31.6 million of trust certificates of which the Company retained 100%. The 2005 CLO Trust permitted reinvestment of collateral principal repayments for a three-year period which ended in October 2008. During 2013, the Company purchased $5.0 million of the 2005 CLO Trust’s Class C notes and $2.4 million of the Class D notes. During 2012, the Company purchased $9.8 million of the 2005 CLO Trust’s Class D notes and $0.9 million of the Class E notes. During 2011, the Company purchased $3.9 million of the 2005 CLO Trust’s Class E notes. During 2010, the Company purchased $4.6 million of the 2005 CLO Trust’s Class D notes. During 2009, the Company purchased $1.4 million of the 2005 CLO Trust’s Class D notes and $1.2 million of the Class E notes. During 2008, the Company purchased $5.8 million of the 2005 CLO Trust’s Class E notes. During 2007, the Company purchased $5.0 million of the 2005 CLO Trust’s Class E notes. On October 25, 2013, the Company called the 2005 CLO Trust and redeemed the notes at par. In conjunction with the call, the Company received a principal distribution of $9.2 million.

Note 7. Repurchase Agreement


Loans sold under agreements to repurchase	Six Months Ended June 30, 2014			Year Ended December 31, 2013
	($ in thousands)
Outstanding at end of period	$	57,515		$	67,954
Maximum outstanding at any month end		57,891			67,954
Average balance for the period		58,502			35,280
Weighted average rate at end of period		5.15	%		5.17	%

On June 7, 2011, the Company entered into a five-year, $68.0 million financing arrangement with Macquarie Bank Limited backed primarily by a portfolio of commercial mortgage loans previously originated by the Company. The financing was structured as a master repurchase agreement under which the Company sold the portfolio of commercial mortgage loans to Macquarie for an aggregate purchase price of $68.0 million. The Company also agreed to repurchase the commercial mortgage loans from time to time (including a minimum quarterly amount), and agreed to repurchase all of the commercial mortgage loans by June 7, 2016. Upon the repurchase of a commercial mortgage loan, the Company is obligated to repay the principal amount related to such mortgage loan plus accrued interest (at a rate based on LIBOR plus a margin) to the date of repurchase. The Company will continue to service the commercial mortgage loans. On October 2, 2013, the Company entered into an amendment to this financing arrangement which, among other things, extended the date it had agreed to repurchase all of the commercial mortgage loans by one year to June 7, 2017, provided for $25.5 million of additional advances for existing eligible assets owned by the Company, allowed for the advance of up to $15.0 million to fund an additional commercial mortgage loan, and released $41.1 million of principal payments to the Company as unrestricted cash. The facility accrues interest at a variable rate per annum, which was 5.15% as of June 30, 2014. As of June 30, 2014, unamortized deferred financing fees were $1.1 million and the outstanding balance was $57.5 million. During 2014, the Company made principal payments totaling $10.4 million. As part of the amended agreement, there is a minimum aggregate interest margin payment of $9.2 million required to be made over the life of the facility. The Company cannot control the rate at which the underlying commercial mortgage loans are repaid. If the facility is not utilized to cover this minimum requirement, then a make-whole fee is required to be made to satisfy the minimum aggregate interest margin payment.

Note 8. Stockholders’ Equity

Stockholders’ Equity

As of June 30, 2014 and December 31, 2013, the Company’s authorized capital consists of preferred and common stock and the following was authorized and outstanding:


	June 30, 2014				December 31, 2013
	Shares authorized		Shares outstanding		Shares authorized		Shares outstanding
	(In thousands)
Preferred stock		5,000		0		5,000		0
Common stock		145,000		48,279		145,000		48,659

Preferred Stock

Since the completion of the Company’s initial public offering on December 13, 2006, the Company’s authorized capital stock has included 5,000,000 shares of preferred stock with a par value of $0.01 per share, all of which remain undesignated.

Common Stock

On May 5, 2014, the Company’s Board of Directors authorized the repurchase of up to $20.0 million of the Company’s common stock from time to time on the open market or in privately negotiated transactions. The timing and amount of any shares purchased are determined by the Company’s management based on its evaluation of market conditions and other factors. The repurchase program, which will expire on April 30, 2015 unless extended by the Board of Directors, may be suspended or discontinued at any time without notice. As of June 30, 2014, the Company had repurchased 1,138,057 shares of its common stock under the program at a weighted average price per share of $13.03.

On November 19, 2012, the Company’s Board of Directors authorized the repurchase of up to $10.0 million of the Company’s common stock from time to time on the open market or in privately negotiated transactions. The timing and amount of any shares purchased were determined by the Company’s management based on its evaluation of market conditions and other factors. The repurchase program expired on December 31, 2013. Upon completion of the stock repurchase program, the Company had repurchased 17,665 shares of its common stock at a weighted average price per share of $12.22.

Restricted Stock

During the six months ended June 30, 2014, the Company issued 85,866 shares of restricted stock to certain employees of the Company pursuant to the Company’s 2006 Incentive Plan, as amended and 43,648 shares of restricted stock to non-employee members of the Board of Directors. The fair value of the shares of restricted stock is equal to the closing price of the Company’s stock on the date of issuance. The shares of restricted stock vest in three equal installments on each of the first three anniversaries of the date of grant.

Restricted stock activity for the six months ended June 30, 2014 was as follows:


	Shares			Grant-date fair value
				($ in thousands)
Non-vested as of December 31, 2013		366,134		$	4,341
Granted		129,514			1,840
Vested		(170,170	)		(1,956	)
Forfeited		(10,320	)		(140	)

Non-vested as of June 30, 2014		315,158		$	4,085

The Company’s compensation expense related to restricted stock was $0.5 million and $1.2 million, respectively, for the three and six months ended June 30, 2014 and $1.2 million and $2.7 million, respectively, for the three and six months ended June 30, 2013. The unrecognized compensation cost of $2.3 million at June 30, 2014 is expected to be recognized over the next three years.

Stock Options

Under the Company’s 2006 Incentive Plan, the Company’s compensation committee may grant options to purchase shares of common stock. Stock options may either be incentive stock options (“ISOs”) or non-qualified stock options. ISOs may only be granted to officers and employees. The compensation committee will, with regard to each stock option, determine the number of shares subject to the stock option, the manner and time of exercise, vesting, and the exercise price, which will not be less than 100% of the fair market value of the common stock on the date of the grant. The shares of common stock issuable upon exercise of options or other awards or upon grant of any other award may be either previously authorized but unissued shares or treasury shares.

Stock option activity for the six months ended June 30, 2014 was as follows:


	Options
Outstanding as of January 1, 2014		5,544,385
Granted		0
Exercised		(671,672	)
Forfeited		0

Outstanding as of June 30, 2014		4,872,713

Vested as of June 30, 2014		4,872,713

Exercisable as of June 30, 2014		4,872,713

As of June 30, 2014 and December 31, 2013, the total unrecognized compensation cost related to nonvested options granted was $0. The Company’s compensation expense related to its stock options was $0.02 million and $0.1 million, respectively, for the three and six months ended June 30, 2013.

Note 9. Income (Loss) Per Share

The computations of basic and diluted income (loss) per share for the three and six months ended June 30, 2014 and 2013 are as follows:


	Three Months Ended June 30,					Six Months Ended June 30,
	2014			2013		2014		2013
	(In thousands)
Numerator:
Net income (loss)	$	(1,855	)	$	5,644	$	4,348	$	11,798
Denominator:
Denominator for basic income per common share		48,882			47,966		48,807		47,663

Denominator:
Denominator for diluted income per common share		48,882			47,966		48,807		47,663
Potentially dilutive securities - options		0			3,366		3,465		3,479
Potentially dilutive securities - restricted stock		0			1,077		0		1,536
Potentially dilutive securities - warrants		0			191		221		253

Total weighted average diluted shares		48,882			52,600		52,493		52,931

Weighted average stock options of 3,113,904 and weighted average warrants to purchase common stock of 118,243 were not included in the computation of diluted earnings per share for the three months ended June 30, 2014 due to the fact that the results would be anti-dilutive.

Note 10. Consolidated Variable Interest Entity

In April 2013, the Company formed a new managed credit fund, NewStar Arlington Fund LLC (“Arlington Fund”) in partnership with an institutional investor to co-invest in middle market commercial loans originated by the Company’s Leveraged Finance group. As the managing member of Arlington Fund, the Company retained full discretion over Arlington Fund’s investment decisions, subject to usual and customary limitations, and earned management fees as compensation for its services. For the three and six months ended June 30, 2014, the management fee was $0.2 million and $0.5 million, respectively, which was eliminated in consolidation.

On April 4, 2013, Arlington Fund entered into an agreement establishing $147.0 million of Class A variable funding notes (the “Class A Notes”) and $28.0 million of Class B variable funding notes (the “Class B Notes”) to partially fund eligible middle market loan origination for Arlington Fund. Wells Fargo Bank, National Association funded the Class A Notes as the initial Class A lender and the Company funded the Class B Notes as the initial Class B lender. For the three and six months ended June 30, 2014 interest expense on the Class B Notes totaled $0.4 million and $0.7 million, respectively. For the six months ended June 30, 2014 and for the year ended December 31, 2013 the Fund distributed excess cash to its institutional investor totaling $0.7 million and $0.6 million, respectively.

From inception, the Company was deemed to be the primary beneficiary of Arlington Fund and, therefore, consolidated the financial results of Arlington Fund with the Company’s results of operations and statements of financial position since April 2013.

On June 26, 2014, the NewStar Arlington Senior Loan Program LLC (the “Arlington Program”) completed a $409.4 million term debt securitization comprised of all of the Arlington Fund’s loans as well as a portion of the Company’s loans classified as held-for-sale. A portion of the proceeds from this term debt securitization were used to repay all advances under the Class A Notes and the Class B Notes. Following repayment, the Class A Notes and the Class B Notes were redeemed. As a result the amortization of $1.1 million of deferred financing fees was accelerated and recognized during the three months ended June 30, 2014. The Company’s membership interests in Arlington Fund were also redeemed and new membership interests in the Arlington Program were issued to its equity investors. The Company did not recognize a gain or a loss on the redemption of its membership interests in the Arlington Fund. The Company acts as collateral manager for the Arlington Program. As a result of the repayment of the Company’s advances as the Class B lender under the warehouse facility and the redemption of its membership interests in the Arlington Fund, the Company has no ownership or financial interests in the Arlington Fund or its successors except to the extent that it receives management fees as collateral manager of the Arlington Program. As a result, the Company deconsolidated the Arlington Fund from its statements of financial position beginning on June 26, 2014. The Company determined that it is not the primary beneficiary of the Arlington Program and will not consolidate the Arlington Program’s operating results or statements of financial position as of that date.

Although the Company consolidated all of the assets and liabilities of Arlington Fund, during the period from April 4, 2013 through June 26, 2014, its maximum exposure to loss was limited to its investments in membership interests in Arlington Fund, its Class B Note receivable, as well as the management fee receivable from Arlington Fund. These items defined the Company’s

economic relationship with Arlington Fund but were eliminated upon consolidation. The Company managed the assets of Arlington Fund solely for the benefit of its lenders and investors. If the Company were to have liquidated, the assets of Arlington Fund would not have been available to the Company’s general creditors. Conversely, the investors in the debt of Arlington Fund had no recourse to the Company’s general assets. Therefore, the Company did not consider this debt its obligation.

During the period from April 4, 2013 through June 26, 2014 when the Company consolidated the Arlington Fund as a variable interest entity, or VIE, the membership interests representing equity ownership of Arlington Fund were characterized as debt in the Company’s consolidated statement of financial position. The Company applied an imputed interest rate to that debt and recorded the resulting interest expense in its consolidated statement of operations. In the consolidation, the Company eliminated the economic results of its related portion of the membership interests and the applied interest expense from its results of operations and statements of financial position.

The following tables present the unconsolidated, stand alone balance sheet of Arlington Fund as of December 31, 2013.


	As of December 31, 2013
	(unaudited) ($ in thousands)
Restricted cash	$	1,950
Loans, net		171,427
Other assets		3,022

Total assets	$	176,399

Credit facilities—Class A Notes	$	120,344
Class A Notes interest payable		434
Class B Notes payable		19,375
Class B Notes interest payable		183
Other liabilities		173

Total liabilities		140,509
Equity		35,890

Total equity and liabilities	$	176,399

Note 11. Financial Instruments with Off-Balance Sheet Risk

The Company is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its borrowers. These financial instruments include unfunded commitments, standby letters of credit and interest rate mitigation products. The instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheet. The contract or notional amounts of those instruments reflect the extent of involvement we have in particular classes of financial instruments.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

Unused lines of credit are commitments to lend to a borrower if certain conditions have been met. These commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Because certain commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each borrower’s creditworthiness on a case-by-case basis. The amount of collateral required is based on factors that include management’s credit evaluation of the borrower and the borrower’s compliance with financial covenants. Due to their fluctuating nature, the Company cannot know with certainty the aggregate amounts that will be required to fund its unfunded commitments. The aggregate amount of these unfunded commitments currently exceeds the Company’s available funds and will likely continue to exceed its available funds in the future.

At June 30, 2014, the Company had $297.6 million of unused lines of credit. Of these unused lines of credit, unfunded commitments related to revolving credit facilities were $266.3 million and unfunded commitments related to delayed draw term loans were $24.3 million. $7.0 million of the unused revolving commitments are unavailable to the borrowers, which may be related to the borrowers’ inability to meet covenant obligations or other similar events.

Revolving credit facilities allow the Company’s borrowers to draw up to a specified amount, subject to customary borrowing conditions. The unfunded revolving commitments of $266.3 million are further categorized as either contingent or unrestricted. Contingent commitments limit a borrower’s ability to access the revolver unless it meets an enumerated borrowing base covenant or other restrictions. At June 30, 2014, the Company categorized $187.4 million of the unfunded commitments related to revolving credit facilities as contingent. Unrestricted commitments represent commitments that are currently accessible, assuming the borrower is in compliance with certain customary loan terms and conditions. At June 30, 2014, the Company had $78.9 million of unfunded unrestricted revolving commitments.

During the three months ended June 30, 2014, revolver usage averaged approximately 44%, which is in line with the average of 43% over the previous four quarters. Management’s experience indicates that borrowers typically do not seek to exercise their entire available line of credit at any point in time. During the three months ended June 30, 2014, revolving commitments increased $29.0 million.

Delayed draw credit facilities allow the Company’s borrowers to draw predefined amounts of the approved loan commitment at contractually set times, subject to specific conditions, such as capital expenditures or acquisitions in corporate loans or for tenant improvements in commercial real estate loans. During the three months ended June 30, 2014, delayed draw credit facility commitments decreased $17.2 million.

Standby letters of credit are conditional commitments issued by us to guarantee the performance by a borrower to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending credit to our borrowers.

Interest rate risk mitigation products are offered to enable customers to meet their financing and risk management objectives. Derivative financial instruments consist predominantly of interest rate swaps, interest rate caps and floors. The interest rate risks to the Company of these customer derivatives is mitigated by entering into similar derivatives having offsetting terms with other counterparties.

These interest rate risk mitigation products do not qualify for hedge accounting treatment. These interest rate swaps and caps contracts are recorded at fair value on the Company’s balance sheet in either “Other assets” or “Other liabilities.” Gains and losses on derivatives not designated as cash flow hedges, including any cash payments made or received are reported as gains or losses on derivatives in the consolidated statements of operations. The Company’s outstanding interest rate mitigation products had a fair value of $0.02 million at June 30, 2014 and $0 at December 31, 2013.

Financial instruments with off-balance sheet risk are summarized as follows:


	June 30, 2014		December 31, 2013
	($ in thousands)
Unused lines of credit	$	297,622	$	326,231
Standby letters of credit		7,694		6,880

Note 12. Fair Value

ASC 820, Fair Value Measurements (“ASC 820”) establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

•

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

•

Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

•

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following table presents recorded amounts of assets and liabilities measured at fair value on a recurring and nonrecurring basis as of June 30, 2014, by caption in the consolidated balance sheet and by ASC 820 valuation hierarchy (as described above).


	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Carrying Value in Consolidated Balance Sheet
	($ in thousands)
Recurring Basis:
Investments in debt securities, available-for-sale	$	0	$	0	$	16,545	$	16,545

Total assets recorded at fair value on a recurring basis	$	0	$	0	$	16,545	$	16,545

Nonrecurring Basis:
Loans, net	$	0	$	0	$	27,534	$	27,534

Total assets recorded at fair value on a nonrecurring basis	$	0	$	0	$	27,534	$	27,534

At June 30, 2014, “Investments in debt securities, available-for-sale” consisted of collateralized loan obligations. The fair value measurement is obtained through a third party pricing service or by using internally developed financial models.

At June 30, 2014, “Loans, net” measured at fair value on a nonrecurring basis consisted of impaired collateral-dependent commercial real estate loans. The fair values of these loans are based on third party appraisals of the underlying collateral value as well as the Company’s internal analysis. During the six months ended June 30, 2014, the Company recorded $0.1 million of specific allowance for credit losses related to “Loans, net” measured at fair value at June 30, 2014.

The following table presents a summary of significant unobservable inputs and valuation techniques of the Company’s Level 3 fair value measurements at June 30, 2014.

Fair value

Valuation Techniques

Unobservable Input

Range

($ in thousands)

Financial assets:

Investments in debt securities, available-for-sale

16,545

Third-party pricing

Pricing assumptions such as prepayment rates, interest rates, loss assumptions, cash flow projections, and comparisons to similar financial instruments

Loans and leases, net

27,534

Market comparables

Cost to sell

3% - 7%

Valuation model

Marketability discount

5% - 30%

Total:

44,079

The following table presents recorded amounts of assets and liabilities measured at fair value on a recurring and nonrecurring basis as of December 31, 2013, by caption in the consolidated balance sheet and by ASC 820 valuation hierarchy (as described above).


	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Carrying Value in Consolidated Balance Sheet
	($ in thousands)
Recurring Basis:
Investments in debt securities, available-for-sale	$	0	$	0	$	22,198	$	22,198

Total assets recorded at fair value on a recurring basis	$	0	$	0	$	22,198	$	22,198

Nonrecurring Basis:
Loans, net	$	0	$	0	$	26,671	$	26,671

Total assets recorded at fair value on a nonrecurring basis	$	0	$	0	$	26,671	$	26,671

At December 31, 2013, “Investments in debt securities, available-for-sale” consisted of collateralized loan obligations. The fair value measurement is obtained through a third party pricing service or by using internally developed financial models.

At December 31, 2013, “Loans, net” measured at fair value on a nonrecurring basis consisted of impaired collateral-dependent commercial real estate loans. The fair values of these loans are based on third party appraisals of the underlying collateral value as well as the Company’s internal analysis. During 2013, the Company released $3.2 million of specific allowance for credit losses related to “Loans, net” measured at fair value at December 31, 2013.

The following table presents a summary of significant unobservable inputs and valuation techniques of the Company’s Level 3 fair value measurements at December 31, 2013.

Fair value

Valuation Techniques

Unobservable Input

Range

($ in thousands)

Financial assets:

Investments in debt securities, available-for-sale

22,198

Third-party pricing

Pricing assumptions such as prepayment rates, interest rates, loss assumptions, cash flow projections, and comparisons to similar financial instruments

Loans and leases, net

26,671

Market comparables

Cost to sell

3% - 7%

Valuation model

Marketability discount

5% - 30%

Total:

48,869

Changes in level 3 recurring fair value measurements

The table below illustrates the change in balance sheet amounts during the three and six months ended June 30, 2014 and 2013 (including the change in fair value), for financial instruments measured on a recurring basis and classified by the Company as level 3 in the valuation hierarchy. When a determination is made to classify a financial instrument as level 3, the determination is based upon the significance of the unobservable parameters to the overall fair value measurement. However, level 3 financial instruments typically include, in addition to the unobservable or level 3 components, observable components (that is, components that are actively quoted and can be validated to external sources); accordingly, the gains and losses in the table below include changes in fair value due in part to observable factors that are part of the valuation methodology. The Company did not transfer any financial instruments in or out of level 1, 2, or 3 during the three or six months ended June 30, 2014 and 2013.

For the three months ended June 30, 2014:


	Investments in Debt Securities, Available-for-sale
	($ in thousands)
Balance as of March 31, 2014	$	22,544
Total gains or losses (realized/unrealized)
Included in earnings		238
Included in other comprehensive income		(237	)
Purchases		0
Issuances		0
Settlements		(6,000	)

Balance as of June 30, 2014	$	16,545

For the three months ended June 30, 2013:


	Investments in Debt Securities, Available-for-sale
	($ in thousands)
Balance as of March 31, 2013	$	21,546
Total gains or losses (realized/unrealized)
Included in earnings		56
Included in other comprehensive income		(503	)
Purchases		0
Issuances		0
Settlements		0

Balance as of June 30, 2013	$	21,099

For the six months ended June 30, 2014:


	Investments in Debt Securities, Available-for-sale
	($ in thousands)
Balance as of December 31, 2013	$	22,198
Total gains or losses (realized/unrealized)
Included in earnings		294
Included in other comprehensive income		53
Purchases		0
Issuances		0
Settlements		(6,000	)

Balance as of June 30, 2014	$	16,545

For the six months ended June 30, 2013:


	Investments in Debt Securities, Available-for-sale
	($ in thousands)
Balance as of December 31, 2012	$	21,127
Total gains or losses (realized/unrealized)
Included in earnings		113
Included in other comprehensive income		(141	)
Purchases		0
Issuances		0
Settlements		0

Balance as of June 30, 2013	$	21,099

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments at June 30, 2014 and December 31, 2013. The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties.


	June 30, 2014				December 31, 2013
	Carrying amount		Fair value		Carrying amount		Fair value
	($ in thousands)
Financial assets:
Cash and cash equivalents	$	53,321	$	53,321	$	43,401	$	43,401
Restricted cash		166,149		166,149		169,870		169,870
Loans held-for-sale		44,314		44,314		14,831		14,831
Loans and leases, net		2,034,940		2,064,096		2,266,677		2,301,053
Investments in debt securities available-for-sale		16,545		16,545		22,198		22,198
Other assets		17,594		17,594		7,955		7,955
Financial liabilities:
Credit facilities	$	149,025	$	149,025	$	452,502	$	452,502
Term debt		1,570,961		1,528,749		1,442,374		1,402,900
Repurchase agreements		57,515		56,634		67,954		66,911

The carrying amounts shown in the table are included in the consolidated balance sheets under the indicated captions.

The following table presents the carrying amounts, estimated fair values, and placement in the fair value hierarchy of the Company’s financial instruments at June 30, 2014 and December 31, 2013. The table excludes financial instruments for which the carrying amount approximates fair value such as cash and cash equivalents, restricted cash, loans held-for-sale (as applicable), investments in debt securities available-for-sale, credit facilities, and financial information disclosed above.


					Fair Value Measurements
June 30, 2014	Carrying amount		Fair value		Level 1		Level 2		Level 3
	($ in thousands)
Financial assets:
Loans and leases, net	$	2,007,406	$	2,036,561	$	0	$	0	$	2,036,561
Financial liabilities:
Term debt		1,570,961		1,528,749		0		1,528,749		0
Repurchase agreements		57,515		56,634		0		56,634		0


					Fair Value Measurements
December 31, 2013	Carrying amount		Fair value		Level 1		Level 2		Level 3
	($ in thousands)
Financial assets:
Loans and leases, net	$	2,240,006	$	2,274,382	$	0	$	0	$	2,274,382
Financial liabilities:
Term debt		1,442,374		1,402,900		0		1,402,900		0
Repurchase agreements		67,954		66,911		0		66,911		0

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

Cash and cash equivalents and restricted cash: The carrying amounts approximate fair value because of the short maturity of these instruments.

Loans held-for-sale, net: The fair values are based on quoted prices, where available, cost, or are determined by discounting estimated cash flows using model-based valuation techniques. Inputs into the model-based valuations can include changes in market indexes, selling prices of similar loans, management’s assumption related to credit rating of the loan, prepayment assumptions and other factors, such as credit loss assumptions.

Loans and leases, net: The fair value was determined as the present value of expected future cash flows discounted at current market interest rates offered by similar lending institutions for loans with similar terms to companies with comparable credit risk. This method of estimating fair value does not incorporate the exit price concept of fair value and is based on significant unobservable inputs. The amount included in the above table excludes impaired collateral-dependent commercial real estate loans.

Investments in debt securities: The fair values of debt securities are based on quoted market prices, when available, at the reporting date for those or similar investments. When no market data is available, we estimate fair value using various valuation tools including cash flow models that utilize financial statements and business plans, as well as qualitative factors.

Credit facilities: Due to the adjustable rate nature of the borrowings, the fair values of the credit facilities are estimated to be their carrying values. Rates currently are comparable to those offered to the Company for similar debt instruments of comparable maturities by the Company’s lenders.

Term debt: The fair value was determined by applying prevailing term debt market interest rates to the Company’s current term debt structure.

Repurchase agreements: The fair value was determined by applying prevailing repurchase agreement market interest rates to the Company’s current repurchase agreement structure.

Other assets: Comprised of non-public investments which are initially valued at transaction price and subsequently adjusted when evidence is available to support such adjustments when appropriate. The estimated fair value was determined based on the Company’s valuation techniques, including discounting estimated cash flows and model-based valuations.

Note 13. Related-Party Transactions

Pursuant to an Investment Management Agreement dated August 3, 2005, the Company serves as investment manager of the NewStar Credit Opportunities Fund, Ltd. (the “Fund”), a Cayman Islands exempted company limited by shares incorporated under the provisions of The Companies Law of the Cayman Islands. Prior to December 6, 2013 when the Fund called the notes of its term debt securitization, the Fund paid the Company a management fee, payable monthly in arrears, based on the carrying value of the total gross assets attributable to the applicable series of each class of shares at the end of each month. For the three and six months ended June 30, 2013, the Fund’s asset management fees were $0.7 million and $1.5 million, respectively. Subsequent to December 6, 2013, the Fund pays the Company a fee when cash is distributed to its investors. For the three and six months ended June 30, 2014, the Fund paid the Company $0.03 million and $0.06 million, respectively.

During 2011, the Company made a loan based on market terms to a company that is 40% owned by a major stockholder of the Company and with respect to which two members of the Company’s Board of Directors are affiliated. At June 30, 2014, the loan balance outstanding and amount of committed funds were $14.1 million and $15.0 million, respectively.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion contains forward-looking statements. Important factors that may cause actual results and circumstances to differ materially from those described in such statements are described in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2013, as well as throughout this Item 2. You are cautioned not to place undue reliance on the forward-looking statements contained in this document. These statements speak only as of the date of this document, and we undertake no obligation to update or revise these statements, except as may be required by law.

Overview

We are a specialized commercial finance company focused on meeting the complex financing needs of companies and private investors in the middle market. We focus primarily on the direct origination of loans and equipment leases through teams of credit-trained bankers and marketing officers organized around key industry and market segments. Our marketing and direct origination efforts target private equity sponsors, mid-sized companies, corporate executives, regional banks, real estate investors and a variety of other referral sources and financial intermediaries to source new customer relationships and lending opportunities. Our emphasis on direct origination is an important aspect of our marketing and credit strategy because it provides us with direct access to our customers’ management teams and enhances our ability to conduct detailed due diligence and credit analysis of prospective borrowers. It also allows us to negotiate transaction terms directly with borrowers and, as a result, we have significant input into our customers’ financial strategies and capital structures. We also participate in loans as a member of a lending group. The mix of our originations may vary from period to period. We employ highly experienced bankers, marketing officers and credit professionals to identify and structure new lending opportunities and manage customer relationships. We believe that the quality of our professionals, the breadth of their relationships and referral networks, and their ability to develop creative solutions for customers position us to be a valued partner and preferred lender for mid-sized companies.

We operate as a single segment, and we derive revenues from four specialized lending groups that target market segments in which we believe that we have a competitive advantage:

•

Business Credit, provides senior, secured asset-based loans primarily to fund working capital needs of mid-sized companies with sales typically totaling between $25 million and $500 million;

•

Real Estate, manages a portfolio of first mortgage debt which was sourced primarily to finance acquisitions of commercial real estate properties typically valued between $10 million and $50 million by professional commercial real estate investors; and

•

Equipment Finance, provides leases, loans and lease lines to finance equipment purchases and other capital expenditures typically for companies with annual sales of at least $25 million.

Market Conditions

As a specialized commercial finance company, we compete in various segments of the loan market to extend credit to mid-sized companies through our national specialized lending platforms. We rely primarily on large banks for warehouse lines of credit to partially fund new loan origination and the capital markets for longer term funding through the issuance of asset-backed notes that are used to refinance bank lines and provide funding with matched duration for our leveraged loan portfolio.

Market conditions in most segments of the loan market that we target held steady in the second quarter compared to the prior quarter. Overall middle market loan demand in the second quarter increased as compared to the first quarter with volume of $51 billion, but was a slight decrease relative to the same period last year. The markets remained highly competitive and liquid as the supply of new capital continued to outpace demand for new financing for growth or acquisitions. The volume represented by new middle market transactions increased in the second quarter to $23 billion, although new transactions decreased as a percentage of volume as refinancing activity increased slightly to 56% compared to 52% in the prior quarter, according to Thomson Reuters.

We believe the pricing environment in the broader loan market weakened throughout 2013 due primarily to modest M&A activity and related demand for new financing combined with inflows of capital into loan funds, new CLO issuance, and new fund formation as lenders competed for a limited universe of deals. These conditions also led to increasing pressure on deal structures reflected by higher leverage levels and weaker lender protections. These conditions also persisted into the first and second quarters of 2014. Despite that trend, however, we believe that conditions in the middle market have remained somewhat insulated from the impact of excessive liquidity evident in the broader loan markets as yields remained relatively stable through the second half of 2013 and into the first and second quarters of 2014. Loan yields in the large corporate market, have rebounded in the second quarter to 5.0% from 4.5% in the first quarter, while new middle market loan yields have held steady at 5.75%. With most of the new money flowing into the loan market from CLO issuance and retail loan funds targeted for broadly syndicated loans, we believe that market conditions will continue to be challenging for large corporate lenders and that the middle market will continue to compare favorably.

In this type of environment, our different lending platforms provide us with certain flexibility to allocate capital and redirect our origination focus to market segments with the most favorable conditions in terms of demand and relative value. As the pricing environment for larger, more liquid loans weakened further in the first quarter and loan demand among private equity firms in the lower middle market remained somewhat firmer, we continued to emphasize direct lending to smaller companies during the quarter. We believe that the yields on our new loan origination will continue to reflect a combination of these broad market trends and shifts in the mix of loans we originate.

Conditions in our core funding markets improved in the first quarter as many fixed income investors continued to target structured investment alternatives such as CLOs to meet their return objectives. The market had been unsettled through much of 2103, however, as regulatory headwinds from the Volcker Rule dampened demand for CLOs among banks as they worked through how the rule would apply to them and how it would impact their ability to continue investing in CLO debt. The broader fixed income markets remained active in the quarter as the market seems to have adjusted to changes in the Federal Reserve’s monetary policies. As a result, we believe that investors will be more cautious about holding fixed rate debt, leading to less capital flowing into the high yield market in favor of high yielding investments with shorter duration, including floating rate bank loans and CLO bonds. This rotation into floating rate debt was evident in 2013 as investors poured a record $63 billion into mutual funds and ETFs targeting the floating rate loan markets.

Despite headwinds at the end of the year, new CLO issuance exceeded $87 billion in 2013, up from $55 billion in 2012 and 2011’s total of $12 billion. New CLO issuance through June of this year was over $60 billion, up 30% from the same period in 2013. After trending down through the first half of 2013, CLO credit spreads widened through the second half, however, reflecting the impact of a steepening yield curve and regulatory concerns, including FDIC surcharge for deposit insurance and future risk retention rules in addition to the Volcker Rule. As a result, we believe marginal funding costs will be somewhat range bound at current levels until investors reset rate expectations and resolve regulatory issues. Despite this trend in the pricing environment, we believe that market conditions remain supportive for us to issue new CLOs as demonstrated by the $348 million CLO transaction we completed in April 2014 and the $409 million CLO transaction we completed in June. We also believe the availability and cost of warehouse financing among banks has continued to improve as more banks have begun to provide this type of financing and existing providers have increased their lending activity. As a result, we believe that the terms and conditions for financings available to established firms like NewStar have improved, as shown by our ability to increase our asset-based lending warehouse line by $25 million in April 2014 and our existing corporate debt facility by $28.5 million in the first quarter.

Loan demand in the middle market is strongly influenced by the level of refinancing, acquisition activity and private investment, which is driven largely by changes in the perceived risk environment, prevailing borrowing rates and private investment activity. These factors were generally favorable in the second quarter as we originated $326 million of new loans at yields that were generally below our historical averages for comparably rated loans. After declining through the first half of 2013 in a muted M&A volume environment, yields have largely stabilized. Although pricing remained thin and leverage continued to trend higher in the broad loan market, conditions in our primary target markets remained somewhat more favorable with pricing and leverage stabilizing at levels that compare favorably to the broader loan market, in which larger corporations typically borrow from syndicates of banks and loans are issued, priced and traded in a bond-style market that is more highly correlated with the high yield debt market.

We believe that demand for new middle market loans and credit products will remain relatively consistent with current levels in the near term and exhibit usual seasonality. Over the long-term, we believe that demand will improve because private equity firms have substantial un-invested capital, which we believe that they will deploy through investment strategies that emphasize investments in mid-sized companies. As a result of these factors, we anticipate that demand for loans and leases offered by the Company and conditions in our lending markets will increase through the balance of 2014 and continue to provide opportunities for us to increase our origination volumes modestly.

Recent Developments

Liquidity

On June 26, 2014, the NewStar Arlington Senior Loan Program LLC (the “Arlington Program”) completed a $409.4 million term debt securitization. A portion of the proceeds from this term debt securitization were used to repay all advances under the Class A Notes and the Class B Notes. Following repayment, the Class A Notes and the Class B Notes were redeemed. The Company’s membership interests in Arlington Fund were also redeemed and new membership interests in the Arlington Program were issued to its equity investors. As a result of the repayment of the Company’s advances as the Class B lender under the warehouse facility and the redemption of its membership interests in the Arlington Fund, the Company has no ownership or financial interests in the Arlington Fund or its successors except to the extent that it receives management fees as collateral manager of the Arlington Program. As a result, the Company deconsolidated the Arlington Fund from its statements of financial position beginning on June 26, 2014 and will not consolidate the Arlington Program’s operating results or statements of financial position as of that date.

On April 17, 2014, we completed a $348.4 million term debt securitization. As part of the securitization, investors purchased approximately $289.5 million of the floating-rate asset-backed notes. We retained all of the remaining notes and equity, which totaled approximately $58.9 million. The notes are expected to mature in April 2025.

On April 1, 2014, we entered into an amendment to our credit facility with Wells Fargo Bank, National Association to fund asset-based loans. The amendment increased the commitment amount under the credit facility from $75.0 million to $100.0 million and modified certain covenants and concentration amounts, among other things.

RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2014 AND 2013

NewStar’s basic and diluted loss per share for the three months ended June 30, 2014 was $0.04 on a net loss of $1.9 million, and basic and diluted income per share of $0.09 and $0.08, respectively, for the six months ended June 30, 2014, on net income of $4.3 million, compared to basic and diluted income per share for the three months ended June 30, 2013 of $0.12 and $0.11, respectively, on net income of $5.6 million, and $0.25 and $0.22, respectively, for the six months ended June 30, 2013, on net income of $11.8 million. Our managed loan portfolio was $2.4 billion at June 30, 2014 compared to $2.5 billion at December 31, 2013. As of June 30, 2014, loans owned by the Arlington Program and the NCOF were $239.4 million and $48.3 million, respectively.

Loan portfolio yield

Loan portfolio yield, which is interest income on our loans and leases divided by the average balances outstanding of our loans and leases, was 6.14% and 6.15% for the three and six months ended June 30, 2014 and 7.33% and 6.98% for the three and six months ended June 30, 2013. The decrease in loan portfolio yield was primarily driven by a decrease in our average yield on interest earning assets from new loan and lease origination and re-pricings subsequent to June 30, 2013, and the average yield on loans which were repaid subsequent to June 30, 2013 was higher than the average yield on loans in our total loan portfolio.

Net interest margin

Net interest margin, which is net interest income divided by average interest earning assets, was 3.04% and 3.26% for the three and six months ended June 30, 2014 and 4.68% and 4.44% for the three and six months ended June 30, 2013. The primary factors impacting net interest margin for 2014 were the acceleration of amortization of $1.1 million of deferred financing fees related to the Arlington Fund’s payoff of its credit facility with a portion of the proceeds from the Arlington Program’s term debt securitization, the composition of interest earning assets, non-accrual loans, changes in three-month LIBOR, credit spreads and cost of borrowings. Excluding the $1.1 million of accelerated amortization of deferred financing fees, the net interest margin for the three and six months ended June 30, 2014 would have been 3.22% and 3.35%, respectively. The primary factors impacting net interest margin for 2013 were the composition of interest earning assets, the recognition of deferred paid-in-kind interest on certain impaired loans, non-accrual loans, changes in three-month LIBOR, credit spreads and cost of borrowings.

Efficiency ratio

Our efficiency ratio, which is total operating expenses divided by net interest income before provision for credit losses plus total non-interest income, was 55.57% and 48.21% for the three and six months ended June 30, 2014 and 47.77% and 50.57% for the three and six months ended June 30, 2013. The increase in our efficiency ratio for the three months ended June 30, 2014 as compared to the three months ended June 30, 2013 was primarily due to a decrease in net interest income, partially offset by a decrease in operating expenses. The decrease in net interest income was primarily due to the accelerated amortization of deferred financing fees totaling $1.1 million related to the repayment of the Arlington Fund’s credit facility. The decrease in our efficiency ratio for the six months ended June 30, 2014 as compared to the six months ended June 30, 2013 is primarily due to consolidating the results of the Arlington Fund for approximately six months during 2014 as compared to approximately three months during 2013 as well as the accelerated amortization of deferred financing fees totaling $1.1 million related to the repayment of the Arlington Fund’s credit facility.

Allowance for credit losses ratio

Allowance for credit losses ratio, which is allowance for credit losses divided by outstanding gross loans and leases excluding loans held-for-sale, was 1.87% at June 30, 2014 and 1.80% as of December 31, 2013. The allowance for credit losses ratio excluding the loans owned by the Arlington Fund was 1.94% as of December 31, 2013. The increase in the allowance for credit losses ratio is primarily due to the deconsolidation of the assets of the Arlington Fund on June 26, 2014, which did not carry a related allowance. During the three and six months ended June 30, 2014, we recorded $13.9 million and $18.0 million of net specific provision for credit losses on impaired loans and had net charge offs totaling $13.2 million and $21.2 million. At June 30, 2014, the specific allowance for credit losses was $20.0 million, and the general allowance for credit losses was $19.1 million. At December 31, 2013, the specific allowance for credit losses was $23.3 million, and the general allowance for credit losses was $18.6 million. We

continually evaluate our allowance for credit losses methodology. If we determine that a change in our allowance for credit losses methodology is advisable, as a result of the rapidly changing economic environment or otherwise, the revised allowance methodology may result in higher or lower levels of allowance. Moreover, actual losses under our current or any revised methodology may differ materially from our estimate.

Delinquent loan rate

Delinquent loan rate, which is total delinquent loans that are 60 days or more past due, divided by outstanding gross loans and leases, was 1.06% as of June 30, 2014 as compared to 0.22% as of December 31, 2013. The increase in the delinquent loan rate is primarily due to two previously identified impaired loans being classified as delinquent during the six months ended June 30, 2014, and the deconsolidation of the outstanding gross loans of the Arlington Fund on June 26, 2014. We expect the delinquent loan rate to correlate to current economic conditions. During times of economic expansion we expect the rate to decline, and during times of economic contraction, we expect the rate to increase.

Delinquent loan rate for accruing loans 60 days or more past due

Delinquent loan rate for accruing loans 60 days or more past due, which is total delinquent accruing loans net of charge offs that are 60 days or more past due and less than 90 days past due, divided by outstanding gross loans and leases. We did not have any delinquent accruing loans as of June 30, 2014 or December 31, 2013. We expect the delinquent accruing loan rate to correlate to current economic conditions. During times of economic expansion we expect the rate to decline, and during times of economic contraction, we expect the rate to increase.

Non-accrual loan rate

Non-accrual loan rate is defined as total balances outstanding of loans on non-accrual status divided by the total outstanding balance of our loans and leases held for investment. Loans are put on non-accrual status if they are 90 days or more past due or if management believes it is probable that the Company will be unable to collect contractual principal and interest in the normal course of business. The non-accrual loan rate was 3.70% as of June 30, 2014 and 3.04% as of December 31, 2013. The non-accrual rate excluding the loans owned by the Arlington Fund was 3.28% as of December 31, 2013. As of June 30, 2014 and December 31, 2013, the aggregate outstanding balance of non-accrual loans was $77.5 million and $70.7 million, respectively and total outstanding loans and leases held for investment was $2.1 billion and $2.3 billion, respectively. We expect the non-accrual loan rate to correlate to economic conditions. During times of economic expansion we expect the rate to decline, and during times of economic contraction, we expect the rate to increase.

Non-performing asset rate

Non-performing asset rate is defined as the sum of total balances outstanding of loans on non-accrual status and other real estate owned, divided by the sum of the total outstanding balance of our loans and leases held for investment and other real estate owned. The non-performing asset rate was 4.29% as of June 30, 2014 and 3.60% as of December 31, 2013. The non-performing asset rate excluding the loans owned by the Arlington Fund was 3.89% as of December 31, 2013. As of June 30, 2014 and December 31, 2013, the sum of the aggregate outstanding balance of non-performing assets was $90.4 million and $84.2 million, respectively. We expect the non-performing asset rate to correlate to economic conditions. During times of economic expansion we expect the rate to decline, and during times of economic contraction, we expect the rate to increase.

Net charge off rate (end of period loans and leases)

Net charge off rate as a percentage of end of period loan and lease portfolio is defined as annualized charge-offs net of recoveries divided by the total outstanding balance of our loans and leases held for investment. A charge-off occurs when management believes that all or part of the principal of a particular loan is no longer recoverable and will not be repaid. Typically a charge off occurs in a period after a loan has been identified as impaired and a specific allowance has been established. The net charge-off rate was 2.52% and 2.05% for the three and six months ended June 30, 2014, respectively, and 2.32% and 1.72% for the three and six months ended June 30, 2013. Net charge offs were $13.2 million and $21.2 million for the three and six months ended June 30, 2014, respectively, as compared to $10.9 million and $16.1 million for the three and six months ended June 30, 2013, respectively. We expect the net charge-off rate (end of period loans and leases) to correlate to economic conditions. During times of economic expansion we expect the rate to decline, and during times of economic contraction, we expect the rate to increase.

Net charge off rate (average period loans and leases)

Net charge off rate as a percentage of average period loan and lease portfolio is defined as annualized charge-offs net of recoveries divided by the average total outstanding balance of our loans and leases held for investment for the period. The net charge-off rate was 2.25% and 1.83% for the three and six months ended June 30, 2014, respectively, and 2.25% and 1.72% for the three and six months ended June 30, 2013, respectively. Net charge offs were $13.2 million and $21.2 million for the three and six months ended June 30, 2014, respectively, as compared to $10.9 million and $16.1 million for the three and six months ended June 30, 2013, respectively. We expect the net charge-off rate (average period loans and leases) to correlate to economic conditions. During times of economic expansion we expect the rate to decline, and during times of economic contraction, we expect the rate to increase.

Return on average assets

Return on average assets, which is net income divided by average total assets, was 0.34% for the six months ended June 30, 2014 and 1.04% and 1.11% for the three and six months ended June 30, 2013, respectively. Return on average assets was not meaningful for the three months ended June 30, 2014 as we had a net loss.

Return on average equity

Return on average equity, which is net income divided by average equity, was 1.41% for the six months ended June 30, 2014 and 3.74% and 3.95% for the three and six months ended June 30, 2013, respectively. Return on average equity was not meaningful for the three months ended June 30, 2014 as we had a net loss.

Review of Consolidated Results

A summary of NewStar Financial’s consolidated financial results for the three and six months ended June 30, 2014 and 2013 follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	($ in thousands)
Net interest income:
Interest income	$	33,536		$	34,891		$	66,663		$	65,031
Interest expense		13,868			9,908			26,369			19,095

Net interest income		19,668			24,983			40,294			45,936
Provision for credit losses		12,652			4,330			18,459			5,048

Net interest income after provision for credit losses		7,016			20,653			21,835			40,888

Non-interest income:
Fee income		462			1,183			1,232			1,541
Asset management income		30			652			55			1,379
Loss on derivatives		(13	)		(45	)		(17	)		(86	)
Gain (loss) on sale of loans		—			45			(166	)		72
Other income (loss)		1,017			(374	)		7,110			1,658

Total non-interest income		1,496			1,461			8,214			4,564

Operating expenses:
Compensation and benefits		7,803			8,735			15,562			17,615
General and administrative expenses		3,852			4,034			8,221			8,065

Total operating expenses		11,655			12,769			23,783			25,680

Operating income (loss) before income taxes		(3,143	)		9,345			6,266			19,772
Results of Consolidated Variable Interest Entity
Interest income		2,615			900			5,268			900
Interest expense – credit facilities		1,987			334			2,865			334
Interest expense – Fund membership interest		697			349			1,292			349
Other income		221			16			229			16
Operating expenses		189			4			249			4

Net results from Consolidated Variable Interest Entity		(37	)		229			1,091			229
Income (loss) before income taxes		(3,180	)		9,574			7,357			20,001
Income tax expense (benefit)		(1,325	)		3,930			3,009			8,203

Net income (loss)	$	(1,855	)	$	5,644		$	4,348		$	11,798

Comparison of the Three Months Ended June 30, 2014 and 2013

Interest income. Interest income increased $0.4 million, to $36.2 million for the three months ended June 30, 2014 from $35.8 million for the three months ended June 30, 2013. The increase was primarily due to an increase in average balance of our interest earning assets to $2.6 billion from $2.2 billion, partially offset by a decrease in the yield on average interest earning assets to 5.61% from 6.65% primarily due to a decrease in contractual interest rates from new loan origination and re-pricing subsequent to June 30, 2013.

Interest expense. Interest expense increased $6.0 million, to $16.6 million for the three months ended June 30, 2014 from $10.6 million for the three months ended June 30, 2013. The increase is primarily due to an increase in the average balance of our interest bearing liabilities to $2.0 billion from $1.5 billion, and an increase in the average cost of funds to 3.25% from 2.80%, primarily due to the accelerated amortization of deferred financing fees totaling $1.1 million related to the repayment of the Arlington Fund’s credit facility.

Net interest margin. Net interest margin decreased to 3.04% for the three months ended June 30, 2014 from 4.68% for the three months ended June 30, 2013. The decrease in net interest margin was primarily due to an increase in our average cost of interest bearing liabilities, an increase in average cost of funds, the accelerated amortization of deferred financing fees totaling $1.1 million related to the repayment of the Arlington Fund’s credit facility, a decrease in our average yield on interest earning assets due to the recognition of deferred paid-in-kind interest on certain impaired loans during the three months ended June 30, 2013 and the acceleration of amortization deferred fees from loans that were paid off during the three months ended June 30, 2013. The net interest spread, the difference between gross yield on our interest earning assets and the total cost of our interest bearing liabilities, decreased to 2.36% from 3.85%.

The following table summarizes the yield and cost of interest earning assets and interest bearing liabilities for the three months ended June 30, 2014 and 2013:


	Three Months Ended June 30, 2014							Three Months Ended June 30, 2013
	($ in thousands)
	Average Balance		Interest Income/ Expense		Average Yield/ Cost			Average Balance		Interest Income/ Expense		Average Yield/ Cost
Total interest earning assets	$	2,583,346	$	36,151		5.61	%	$	2,159,458	$	35,791		6.65	%
Total interest bearing liabilities		2,040,371		16,552		3.25			1,519,807		10,591		2.80

Net interest spread			$	19,599		2.36	%			$	25,200		3.85	%

Net interest margin						3.04	%						4.68	%

Provision for credit losses. The provision for credit losses increased to $12.7 million for the three months ended June 30, 2014 from $4.3 million for the three months ended June 30, 2013. The increase in the provision was primarily due to an increase of $7.4 million of net specific provisions, as well as a decrease of $0.9 million in release of general provisions recorded during the three months ended June 30, 2014 as compared to three months ended June 30, 2013. During the three months ended June 30, 2014, we recorded net specific provisions for impaired loans of $13.9 million compared to $6.5 million recorded during the three months ended June 30, 2013. The increase in the net specific component of the provision for credit losses was primarily due to further negative credit migration related to five previously identified impaired loans as well as two loans identified as impaired during the three months ended June 30, 2014. We believe of the $13.9 million specific provision, $9.2 million represents the final resolution of three impaired loans. Our general allowance for credit losses covers probable losses in our loan and lease portfolio with respect to loans and leases that are not impaired and for which no specific impairment has been identified. A specific provision for credit losses is recorded with respect to loans for which it is probable that we will be unable to collect all amounts due in accordance with the contractual terms of the loan agreement for which there is impairment recognized. The Company employs a variety of internally developed and third-party modeling and estimation tools for measuring credit risk, which are used in developing an allowance for loan and lease losses on outstanding loans and leases. The Company’s allowance framework addresses economic conditions, capital market liquidity and industry circumstances from both a top-down and bottom-up perspective. The Company considers and evaluates changes in economic conditions, credit availability, industry and multiple obligor concentrations in assessing both probabilities of default and loss severities as part of the general component of the allowance for loan and lease losses.

On at least a quarterly basis, loans and leases are internally risk-rated based on individual credit criteria, including loan and lease type, loan and lease structures (including balloon and bullet structures common in the Company’s Leveraged Finance and Real Estate loans), borrower industry, payment capacity, location and quality of collateral if any (including the Company’s Real Estate loans). Borrowers provide the Company with financial information on either a monthly or quarterly basis. Ratings, corresponding assumed default rates and assumed loss severities are dynamically updated to reflect any changes in borrower condition or profile.

For Leveraged Finance loans and equipment finance products, the data set used to construct probabilities of default in its allowance for loan losses model, Moody’s CRD Private Firm Database, primarily contains middle market loans that share attributes similar to the Company’s loans. The Company also considers the quality of the loan terms in determining a loan loss in the event of default.

For consolidated variable interest entities to which the Company is providing transitional capital, we utilize a qualitative analysis which considers the business plans related to the entity, including expected hold periods, the terms of the agreements related to the entity, the Company’s historical credit experience, the credit migration of the entity’s loans in determining expected loss, as well as conditions in the capital markets. The Company provided capital on a transitional basis to the Arlington Fund. At December 31, 2013, the expected loss on Arlington Fund was zero and no allowance was recorded.

The Company periodically reviews its allowance for credit loss methodology to assess any necessary adjustments based upon changing economic and capital market conditions. If the Company determines that changes in its allowance for credit losses methodology are advisable, as a result of changes in the economic environment or otherwise, the revised allowance methodology may result in higher or lower levels of allowance. There have been no material modifications to the allowance for credit losses methodology during the three months ended June 30, 2014. Given uncertain market conditions, actual losses under the Company’s current or any revised allowance methodology may differ materially from the Company’s estimate.

A loan is considered impaired when it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impairment of a loan is based upon (i) the present value of expected future cash flows discounted at the loan’s effective interest rate, (ii) the loan’s observable market price, or (iii) the fair value of the collateral if the loan is collateral dependent, depending on the circumstances and our collection strategy. Impaired loans are identified based on the loan-by-loan risk rating process described above. Impaired loans include all non-accrual loans, loans with partial charge-offs and loans which are Troubled Debt Restructurings. It is the Company’s policy during the reporting period to record a specific provision for credit losses for all loans for which we have serious doubts as to the ability of the borrowers to comply with the present loan repayment terms.

Impaired loans at June 30, 2014 were in Leveraged Finance, Real Estate, and Business Credit over a range of industries impacted by the then current economic environment including the following: Media and Communications, Industrial, Commercial Real Estate, Other Business Services, Consumer/Retail, and Building Materials. For impaired Leveraged Finance loans, the Company measured impairment based on expected cash flows utilizing relevant information provided by the borrower and consideration of other market conditions or specific factors impacting recoverability. Such amounts are discounted based on original loan terms. For impaired Real Estate loans, the Company determined that the loans were collateral dependent and measured impairment based on the fair value of the related collateral utilizing recent appraisals from third-party appraisers, as well as internal estimates of market value. As of June 30, 2014, we had impaired loans with an aggregate outstanding balance of $230.0 million. Impaired loans with an aggregate outstanding balance of $183.6 million have been restructured and classified as troubled debt restructurings. At June 30, 2014, the Company had a $20.0 million specific allowance for impaired loans with an aggregate outstanding balance of $129.7 million. As of June 30, 2014, we had one restructured impaired loan which had an outstanding balance greater than $20 million and one restructured impaired loan which had an outstanding balance greater than $30 million. In each of these cases, we added to our position to maximize our potential recovery of the outstanding principal.

Non-interest income. Non-interest income increased $0.2 million, to $1.7 million for the three months ended June 30, 2014 from $1.5 million for the three months ended June 30, 2013. For the three months ended June 30, 2014, non-interest income was primarily comprised of $0.6 million of income from other real estate owned properties, $0.4 million of unused fees, and $0.4 million of fee

income. For the three months ended June 30, 2013, non-interest income was primarily comprised of $1.2 million of fee income, $0.7 million of asset management fees, $0.7 million of one-time proceeds during the three months ended June 30, 2013 from a revenue sharing agreement with one of our borrowers, $0.6 million of income from other real estate owned properties, and a $1.9 million loss on the value of equity interests in certain impaired borrowers.

As a result of certain of our troubled debt restructurings, we have received equity interests in several of our impaired borrowers. The equity interests in certain impaired borrowers is initially recorded at fair value when the debt is restructured and is subsequently analyzed at the end of each quarter. In situations where we are deemed to be under the equity method of accounting, we record our ownership share of the borrowers’ results of operations in non-interest income. Additionally, our corresponding share of our borrowers’ results of operations may directly impact the remaining net book value of these respective loans. These equity interests may give rise to potential capital gains or losses, for tax purposes. This could impact future period tax rates depending on our ability to recognize capital losses to the extent of any capital gains.

Operating expenses. Operating expenses decreased $1.0 million, to $11.8 million for the three months ended June 30, 2014 from $12.8 million for the three months ended June 30, 2013. Employee compensation and benefits decreased $0.9 million primarily due to a decrease in equity compensation expense resulting from the vesting of equity awards subsequent to June 30, 2013.

Results of Consolidated Variable Interest Entity. In April 2013, we announced that we had formed a new managed credit fund, NewStar Arlington Fund LLC (“Arlington Fund”) in partnership with an institutional investor to co-invest in middle market commercial loans originated by NewStar. As the managing member of Arlington Fund, we retained full discretion over Arlington Fund’s investment decisions, subject to usual and customary limitations, and earned management fees as compensation for our services. From inception, the Company was deemed to be the primary beneficiary of Arlington Fund and, therefore, consolidated the financial results of Arlington Fund with the Company’s results of operations and statements of financial position since April 2013.

Upon completion of the Arlington Program’s term debt securitization on June 26, 2014, our membership interests in Arlington Fund were redeemed and new membership interests in the Arlington Program were issued to its equity investors. As a result of the repayment of our advances as the Class B lender under the warehouse facility and the redemption of our membership interests in the Arlington Fund, we have no ownership or financial interests in the Arlington Fund or its successors except to the extent that we receive management fees as collateral manager of the Arlington Program. As a result, we deconsolidated the Arlington Fund from our statements of financial position beginning on June 26, 2014 and will not consolidate the Arlington Program’s operating results or statements of financial position as of that date.

Although we consolidated all of the assets and liabilities of Arlington Fund during the period from April 4, 2013 through June 26, 2014, our maximum exposure to loss was limited to our investments in membership interests in Arlington Fund, our Class B Note receivable, and the management fee receivable from Arlington Fund. These items defined our economic relationship with Arlington Fund but were eliminated upon consolidation. We managed the assets of Arlington Fund solely for the benefit of its lenders and investors. If we were to have liquidated, the assets of Arlington Fund would not have been available to our general creditors. Conversely, the investors in the debt of Arlington Fund had no recourse to our general assets. Therefore, we did not consider this debt our obligation.

Income taxes. For the three months ended June 30, 2014 and 2013, we provided for income taxes based on an effective tax rate of 42% and 41%, respectively.

As of June 30, 2014 and December 31, 2013, we had net deferred tax assets of $24.6 million and $30.2 million, respectively. In assessing if we will be able to realize our deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. We considered all available evidence, both positive and negative, in determining the realizability of deferred tax assets at June 30, 2014. We considered carryback availability, the scheduled reversals of deferred tax liabilities, projected future taxable income during the reversal periods, and tax planning strategies in making this assessment. We also considered our recent history of taxable income, trends in our earnings and tax rate, positive financial ratios, and the impact of the downturn in the current economic environment (including the impact of credit on allowance and provision for loan losses; and the impact on funding levels) on the Company. Based upon our assessment, we believe that a valuation allowance was not necessary as of June 30, 2014. As of June 30, 2014, our deferred tax asset was primarily comprised of $17.3 million related to our allowance for credit losses and $8.1 million related to equity compensation.

Comparison of the Six Months Ended June 30, 2014 and 2013

Interest income. Interest income increased $6.0 million, to $71.9 million for the six months ended June 30, 2014 from $65.9 million for the six months ended June 30, 2013. The increase was primarily due to consolidating interest income from Arlington Fund for approximately six months during 2014 as compared to approximately three months during 2013, and an increase in average balance of our interest earning assets to $2.6 billion from $2.1 billion, partially offset by a decrease in the yield on average interest earning assets to 5.66% from 6.34% primarily due to a decrease in contractual interest rates from new loan origination and re-pricing subsequent to June 30, 2013.

Interest expense. Interest expense increased $10.7 million, to $30.5 million for the six months ended June 30, 2014 from $19.8 million for the six months ended June 30, 2013. The increase is primarily due to consolidating interest expense from Arlington Fund for approximately six months during 2014 as compared to approximately three months during 2013, the accelerated amortization of deferred financing fees totaling $1.1 million related to the repayment of Arlington Fund’s credit facility, an increase in the average balance of our interest bearing liabilities to $2.1 billion from $1.5 billion, and an increase in the average cost of funds to 2.97% from 2.69%.

Net interest margin. Net interest margin decreased to 3.26% for the six months ended June 30, 2014 from 4.44% for the six months ended June 30, 2013. The decrease in net interest margin was primarily due to an increase in our average cost of interest bearing liabilities, an increase in average cost of funds, the accelerated amortization of deferred financing fees totaling $1.1 million related to the repayment of Arlington Fund’s credit facility, a decrease in our average yield on interest earning assets due to the recognition of deferred paid-in-kind interest on certain impaired loans during the six months ended June 30, 2013 and the acceleration of amortization deferred fees from loans that were paid off during the six months ended June 30, 2013. The net interest spread, the difference between gross yield on our interest earning assets and the total cost of our interest bearing liabilities, decreased to 2.69% from 3.65%.

The following table summarizes the yield and cost of interest earning assets and interest bearing liabilities for the six months ended June 30, 2014 and 2013:


	Six Months Ended June 30, 2014							Six Months Ended June 30, 2013
	($ in thousands)
	Average Balance		Interest Income/ Expense		Average Yield/ Cost			Average Balance		Interest Income/ Expense		Average Yield/ Cost
Total interest earning assets	$	2,561,513	$	71,931		5.66	%	$	2,097,311	$	65,931		6.34	%
Total interest bearing liabilities		2,070,424		30,526		2.97			1,485,308		19,778		2.69

Net interest spread			$	41,405		2.69	%			$	46,153		3.65	%

Net interest margin						3.26	%						4.44	%

Provision for credit losses. The provision for credit losses increased to $18.5 million for the six months ended June 30, 2014 from $5.0 million for the six months ended June 30, 2013. The increase in the provision was primarily due to an increase of $11.1 million of net specific provisions, as well as an increase of $2.3 million of general provisions recorded during the six months ended June 30, 2014 as compared to six months ended June 30, 2013. During the six months ended June 30, 2014, we recorded net specific provisions for impaired loans of $18.0 million compared to $6.9 million recorded during the six months ended June 30, 2013. The increase in the net specific component of the provision for credit losses was primarily due to further negative credit migration related to six previously identified impaired loans and two loans identified as impaired during the six months ended June 30, 2014. We believe of the $18.0 million specific provision, $9.2 million represents the final resolution of three impaired loans. During the six months ended June 30, 2014, we recorded general provisions of $0.5 million compared to a release of general provisions of $1.8 million recorded during the six months ended June 30, 2013. Our general allowance for credit losses covers probable losses in our loan and lease portfolio with respect to loans and leases that are not impaired and for which no specific impairment has been identified. A specific provision for credit losses is recorded with respect to loans for which it is probable that we will be unable to collect all amounts due in accordance with the contractual terms of the loan agreement for which there is impairment recognized. The Company employs a variety of internally developed and third-party modeling and estimation tools for measuring credit risk, which are used in developing an allowance for loan and lease losses on outstanding loans and leases. The Company’s allowance framework addresses economic conditions, capital market liquidity and industry circumstances from both a top-down and bottom-up perspective. The Company considers and evaluates changes in economic conditions, credit availability, industry and multiple obligor concentrations in assessing both probabilities of default and loss severities as part of the general component of the allowance for loan and lease losses.

Non-interest income. Non-interest income increased $3.8 million, to $8.4 million for the six months ended June 30, 2014 from $4.6 million for the six months ended June 30, 2013. For the six months ended June 30, 2014, non-interest income was primarily comprised of $6.5 million of gains recognized from the sale of equity interests in certain impaired borrowers, $1.2 million of fee income, $1.2 million of income from other real estate owned properties, and $1.4 million of equity method of accounting losses. For the six months ended June 30, 2013, non-interest income was primarily comprised of $1.5 million of fee income, $1.4 million of asset management fees, $1.3 million of income from other real estate owned properties, $0.7 million of one-time proceeds from a revenue sharing agreement with one of our borrowers, and $1.0 million net loss on the value of equity interests in certain impaired borrowers.

results of operations in non-interest income. Additionally, our corresponding share of our borrowers’ results of operations may directly impact the remaining net book value of these respective loans. These equity interests may give rise to potential capital gains or losses, for tax purposes. This could impact future period tax rates depending on our ability to recognize capital losses to the extent of any capital gains.

Operating expenses. Operating expenses decreased $1.7 million, to $24.0 million for the six months ended June 30, 2014 from $25.7 million for the six months ended June 30, 2013. Employee compensation and benefits decreased $2.1 million primarily due to a decrease in equity compensation expense resulting from the vesting of equity awards subsequent to June 30, 2013. General and administrative expenses increased $0.4 million.

Income taxes. For the six months ended June 30, 2014 and 2013, we provided for income taxes based on an effective tax rate of 41% for each period.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity consist of cash flow from operations, credit facilities, term debt securitizations and proceeds from equity and debt offerings.

We believe that these sources will be sufficient to fund our current operations, lending activities and other short-term liquidity needs. Subject to market conditions, we continue to explore opportunities for the Company to increase its leverage, including through the issuance of high yield debt securities, convertible debt securities, share repurchases, secured or unsecured senior debt or revolving credit facilities, to support loan portfolio growth and/or strategic acquisitions, which may be material to us. In addition to opportunistic funding related to potential growth initiatives, our future liquidity needs will be determined primarily based on prevailing market and economic conditions, the credit performance of our loan portfolio and loan origination volume. We may need to raise additional capital in the future based on various factors including, but not limited to: faster than expected increases in the level of non-accrual loans; lower than anticipated recoveries or cash flow from operations; and unexpected limitations on our ability to fund certain loans with credit facilities. We may not be able to raise debt or equity capital on acceptable terms or at all. The incurrence of additional debt will increase our leverage and interest expense, and the issuance of any equity or securities exercisable, convertible or exchangeable into Company common stock may be dilutive for existing shareholders.

During the second quarter of 2014, the U.S. economy continued to show progress toward normalization as the quarter saw favorable trends in unemployment, manufacturing, consumer confidence, and new and existing home sales despite continued geopolitical uncertainty and the increasing likelihood of rising interest rates. The Fed has maintained it will act carefully to keep interest rates low until the economy is stronger. We expect the broader favorable trends in the U.S. to continue and monetary policy to remain conducive to growth in the near term. Despite tapering, we expect Treasury and investment grade bond rates remain relatively low and investors to continue to focus on allocating capital to riskier, higher yielding, fixed and floating rate asset classes in order to generate additional yield from their investments. The larger, more liquid segments of the securitization markets also continued to display strong volume and pricing. With the strengthening of the high yield loan markets as well as the broader securitization market, conditions in the securitization market for loans (the CLO market) are improving and remain attractive for issuers such as NewStar, despite some lingering uncertainty surrounding regulatory changes. We believe that the CLO market, which the Company partially relies upon for funding, has stabilized to a point that it will provide a reliable source of capital for companies like NewStar. In addition to these signs of improving market conditions, we believe the Company has substantially greater financial flexibility and increased financing options due to the improvement in our financial performance.

We believe that our ability to access the capital markets, secure new credit facilities, and renew and/or amend our existing credit facilities continues to demonstrate an overall improvement in the market conditions for funding and indicates progress in our ability to obtain financings on improved terms in the future. Despite these signs of improving market conditions and relative stability in recent years, we cannot assure these conditions will continue, and it is possible that the financial markets could experience stress, volatility, and/or illiquidity. If they do, we could face materially higher financing costs and reductions in leverage, which would affect our operating strategy and could materially and adversely affect our financial condition.

Cash and Cash Equivalents

As of June 30, 2014 and December 31, 2013, we had $53.3 million and $43.4 million, respectively, in cash and cash equivalents. We may invest a portion of cash on hand in short-term liquid investments. From time to time, we may use a portion of our unrestricted cash to pay down our credit facilities creating undrawn capacity which may be redrawn to meet liquidity needs in the future.

Restricted Cash

Separately, we had $166.1 million and $167.9 million of restricted cash as of June 30, 2014 and December 31, 2013, respectively, and the Arlington Fund had $2.0 million of restricted cash as of December 31, 2013. The restricted cash represents the balance of the principal and interest collections accounts and pre-funding amounts in our credit facilities, our term debt securitizations

and customer holdbacks and escrows. The use of the principal collection accounts’ cash is limited to funding the growth of our loan and portfolio within the facilities or paying down related credit facilities or term debt securitizations. As of June 30, 2014, we could use $40.2 million of restricted cash to fund new or existing loans. The interest collection account cash is limited to the payment of interest, servicing fees and other expenses of our credit facilities and term debt securitizations and, if either a ratings downgrade or failure to receive ratings confirmation occurs on the rated notes in a term debt securitization at the end of the funding period or if coverage ratios are not met, paying down principal with respect thereto. Cash to fund the growth of our loan portfolio and to pay interest on our term debt securitizations represented a large portion of our restricted cash balance at June 30, 2014.

Asset Quality and Allowance for Loan and Lease Losses

If a loan is 90 days or more past due, or if management believes it is probable we will be unable to collect contractual principal and interest in the normal course of business, it is our policy to place the loan on non-accrual status. If a loan financed by a term debt securitization is placed on non-accrual status, the loan may remain in the term debt securitization and excess interest spread cash distributions to us will cease until cash accumulated in the term debt securitization equals the outstanding balance of the non-accrual loan, or if an overcollateralization test is present, excess interest spread cash is diverted, and used to de-lever the securitization to bring the ratio back into compliance. When a loan is on non-accrual status, accrued interest previously recognized as interest income subsequent to the last cash receipt in the current year will be reversed, and the recognition of interest income on that loan will stop until factors indicating doubtful collection no longer exist and the loan has been brought current. We may make exceptions to this policy if the loan is well secured and is in the process of collection. As of June 30, 2014, we had impaired loans with an aggregate outstanding balance of $230.0 million. Impaired loans with an aggregate outstanding balance of $183.6 million have been restructured and classified as troubled debt restructurings. Impaired loans with an aggregate outstanding balance of $77.5 million were on non-accrual status. During the six months ended June 30, 2014, $21.2 million of loans were charged-off. Impaired loans of $22.2 million were greater than 60 days past due and classified as delinquent. During the six months ended June 30, 2014, we recorded $18.0 million of net specific provisions for impaired loans. Included in our specific allowance for impaired loans was $3.4 million related to delinquent loans.

We closely monitor the credit quality of our loans and leases which are partly reflected in our credit metrics such as loan delinquencies, non-accruals, and charge-offs. Changes to these credit metrics are largely due to changes in economic conditions and seasoning of the loan and lease portfolio.

We have provided an allowance for loan and lease losses to provide for probable losses inherent in our loan and lease portfolio. Our allowance for loan and lease losses as of June 30, 2014 and December 31, 2013 was $38.6 million and $41.4 million, respectively, or 1.85% and 1.78% of loans and leases, gross, respectively. As of June 30, 2014, we also had a $0.5 million allowance for unfunded commitments, resulting in an allowance for credit losses of 1.87%.

The allowance for credit losses is based on a review of the appropriateness of the allowance for credit losses and its two components on a quarterly basis. The estimate of each component is based on observable information and on market and third-party data believed to be reflective of the underlying credit losses being estimated.

It is the Company’s policy that during the reporting period to record a specific provision for credit losses for all loans which we have identified impairments. Subsequently, we may charge-off the portion of the loan for which a specific provision was recorded. All of these loans are classified as impaired (if they have not been so classified already as a result of a troubled debt restructuring) and are disclosed in the Allowance for Credit Losses footnote to the financial statements.

Activity in the allowance for loan losses for the six months ended June 30, 2014 and for the year ended December 31, 2013 was as follows:


	Six Months Ended June 30, 2014			Year Ended December 31, 2013
	($ in thousands)
Balance as of beginning of period	$	41,403		$	49,636
General provision for loan and lease losses		454			(1,544	)
Specific provision for loan losses		17,953			11,159
Net charge offs		(21,214	)		(17,848	)

Balance as of end of period		38,596			41,403
Allowance for losses on unfunded loan commitments		503			451

Allowance for credit losses	$	39,099		$	41,854

During the six months ended June 30, 2014 we recorded a total provision for credit losses of $18.5 million. The Company increased its allowance for credit losses to 1.87% of gross loans at June 30, 2014 compared to 1.80% at December 31, 2013.

Borrowings and Liquidity

As of June 30, 2014 and December 31, 2013, we had outstanding borrowings totaling $1.8 billion and $2.0 billion, respectively. Borrowings under our various credit facilities and term debt securitizations are used to partially fund our positions in our loan portfolio.

As of June 30, 2014, our funding sources, maximum debt amounts, amounts outstanding and unused debt capacity, subject to certain covenants and conditions, are summarized below:


Funding Source	Maximum Debt Amount		Amounts Outstanding		Unused Debt Capacity		Maturity
	($ in thousands)
Credit facilities	$	575,000	$	149,025	$	425,975		2015 – 2019
Term debt (1)		1,605,961		1,570,961		35,000		2017 – 2023
Repurchase agreement		57,515		57,515		—		2017

Total	$	2,238,476	$	1,777,501	$	460,975

(1)	Maturities for term debt are based on contractual maturity dates. Actual maturities may occur earlier.

We must comply with various covenants. The breach of certain of these covenants could result in a termination event and the exercise of remedies if not cured. At June 30, 2014, we were in compliance with all such covenants. These covenants are customary and vary depending on the type of facility. These covenants include, but are not limited to, failure to service debt obligations, failure to meet liquidity covenants and tangible net worth covenants, and failure to remain within prescribed facility portfolio delinquency, charge-off levels, and overcollateralization tests. In addition, we are required to make termination or make-whole payments in the event that certain of our existing credit facilities are prepaid. These termination or make-whole payments, if triggered, could be material to us individually or in the aggregate, and in the case of certain facilities, could be caused by factors outside of our control, including as a result of loan prepayment by the borrowers under the loan facilities that collateralize these credit facilities.

Credit Facilities

As of June 30, 2014 we had four credit facilities through certain of our wholly-owned subsidiaries: (i) a $275 million credit facility with Wells Fargo Bank, National Association (“Wells Fargo”) to fund leveraged finance loans, (ii) a $125 million credit facility with DZ Bank AG Deutsche Zentral-Genossenschaftbank Frankfurt (“DZ Bank”) to fund asset-based loans, (iii) a $100 million credit facility with Wells Fargo to fund asset-based loans, and (iv) a $75 million credit facility with Wells Fargo to fund equipment leases and loans. Prior to the completion of its term debt securitization, the Arlington Fund had one credit facility, consisting of a $147.0 million of Class A Notes (as defined below) with Wells Fargo and $28.0 million of Class B Notes (as defined below) with the Company. The liability under the Class B Notes was eliminated in consolidation in accordance with GAAP.

We have a $275.0 million credit facility with Wells Fargo to fund leveraged finance loans with the ability to further increase the commitment amount to $325.0 million, subject to lender approval and other customary conditions. The credit facility had an outstanding balance of $0 and unamortized deferred financing fees of $2.9 million as of June 30, 2014. Interest on this facility accrued at a variable rate per annum. The facility provides for a revolving reinvestment period which ends on November 5, 2015 with a two-year amortization period.

We have a $125.0 million credit facility with DZ Bank that had an outstanding balance of $70.1 million and unamortized deferred financing fees of $0.5 million as of June 30, 2014. Interest on this facility accrues at a variable rate per annum. As part of the agreement, there is a minimum interest charge of $1.9 million per annum. If the facility is not utilized to cover this minimum requirement, then a make-whole fee is assessed to satisfy the minimum requirement. We are permitted to use the proceeds of borrowings under the credit facility to fund advances under asset-based loan commitments. The commitment amount under the credit facility provides for reinvestment until it matures on June 30, 2015 with no amortization period.

We have a $100.0 million credit facility with Wells Fargo to fund asset-based loan origination. The credit facility had an outstanding balance of $63.2 million and unamortized deferred financing fees of $0.5 million as of June 30, 2014. On April 1, 2014, we entered into an amendment which increased the commitment amount under this credit facility to $100.0 million from $75.0 million. The credit facility may be increased to an amount up to $150.0 million subject to lender approval and other customary conditions. Interest on this facility accrues at a variable rate per annum. The credit facility provides for reinvesment until it matures on December 7, 2015 with no amortization period.

We have a note purchase agreement with Wells Fargo under the terms of which Wells Fargo agreed to provide a $75.0 million credit facility to fund equipment leases and loans. The credit facility had an outstanding balance of $15.7 million and unamortized deferred financing fees of $0.8 million as of June 30, 2014. Interest on this facility accrues at a variable rate per annum. The credit facility matures on November 16, 2016.

On April 4, 2013, Arlington Fund entered into an agreement establishing $147.0 million of Class A Notes and $28.0 million of Class B Notes to partially fund eligible leveraged loans. Wells Fargo funded the Class A Notes as the initial Class A lender and we funded the Class B Notes as the initial Class B lender. On June 26, 2014, the Class A Notes and the Class B notes were redeemed in connection with the completion of the Arlington Program term debt securitization.

Corporate Credit Facility

On January 5, 2010, we entered into a note agreement with Fortress Credit Corp., which was subsequently amended on August 31, 2010, January 27, 2012, November 5, 2012, and December 4, 2012. The agreement was amended and restated on May 13, 2013 and further amended on June 3, 2013. On March 6, 2014, as permitted under the corporate credit facility with Fortress Credit Corp., we requested and received an increase of $28.5 million to the Initial Funding under this credit facility. On May 15, 2014, as permitted under the corporate credit facility with Fortress Credit Corp., we requested and received a new $10.0 million term loan (the “Term C Loan”). The credit facility, as amended, consists of a $238.5 million term note with Fortress Credit Corp. as agent, which consists of the existing outstanding balance of $100.0 million (the “Existing Funding”), an initial funding of $98.5 million (the “Initial Funding”), and three subsequent borrowings, of $5.0 million (the “Delay Draw Term A”), $25.0 million (the “Delay Draw Term B”) and the $10.0 million Term C Loan. The Existing Funding, the Initial Funding, the Delay Draw Term A, and the Term C Loan mature on May 11, 2018. The Delay Draw Term B matures on June 3, 2016. The Initial Funding, the Existing Funding and the Delay Draw Term A accrue interest at the London Interbank Offered Rate (LIBOR) plus 4.50% with an interest rate floor of 1.00%. The Delay Draw Term B accrues interest at LIBOR plus 3.375% with an interest rate floor of 1.00%. The Term C Loan accrues interest at LIBOR plus 4.25% with an interest rate floor of 1.00%.

We are permitted to use the proceeds of borrowings under the credit facility for general corporate purposes including, but not limited to, funding loans, working capital, paying down outstanding debt, acquisitions and repurchasing capital stock and dividend payments up to $37.5 million, The $37.5 million may be adjusted upward by the amount of fiscal year-end net income excluding depreciation and amortization expense.

Subordinated debt – Fund membership interest

Prior to the completion of the Arlington Program’s term debt securitization on June 26, 2014, we had purchased membership interests totaling $5.0 million in the Arlington Fund and a third-party investor had purchased membership interests totaling $30.0 million. The Company was the primary beneficiary of the Arlington Fund, and as a result of consolidating the Arlington Fund as a variable interest entity, or VIE, the membership interests representing equity ownership of Arlington Fund were characterized as debt in our consolidated statement of financial position. We applied an imputed interest rate to that debt and recorded the resulting interest expense in its consolidated statement of operations. In the consolidation, we eliminated the economic results of our related portion of the membership interests and the applied interest expense from our results of operations and statements of financial position. A portion of the proceeds from the Arlington Program’s term debt securitization were used to redeem the membership interests in the Arlington Fund. As a result, we deconsolidated the Arlington Fund from our statements of financial position beginning on June 26, 2014 and will not consolidate the Arlington Program’s operating results or statements of financial position as of that date.

Term Debt Securitizations

In June 2006 we completed a term debt securitization transaction. In conjunction with this transaction we established a separate single-purpose bankruptcy remote subsidiary, NewStar Commercial Loan Trust 2006-1 (the “2006 CLO Trust”) and sold and contributed $500 million in loans and investments (including unfunded commitments), or portions thereof, to the 2006 CLO Trust. We remain the servicer of the loans. Simultaneously with the initial sale and contribution, the 2006 CLO Trust issued $456.3 million of notes to institutional investors. We retained $43.8 million, comprising 100% of the 2006 CLO Trust’s trust certificates. At June 30, 2014, the $105.1 million of outstanding drawn notes were collateralized by the specific loans and investments, principal collection account cash and principal payment receivables totaling $148.8 million. At June 30, 2014, deferred financing fees were $0. The 2006 CLO Trust permitted reinvestment of collateral principal repayments for a five-year period which ended in June 2011. During 2011, we purchased $7.0 million of the 2006 CLO Trust’s Class C notes, $6.0 million of the 2006 CLO Trust’s Class D notes and $2.0 million of the 2006 CLO Trust’s Class E notes. During 2010, we purchased $3.0 million of the 2006 CLO Trust’s Class D notes and $3.0 million of the 2006 CLO Trust’s Class E notes. During 2009, we purchased $6.5 million of the 2006 CLO Trust’s Class D notes and $1.8 million of the 2006 CLO Trust’s Class E notes. During 2008, we purchased $3.3 million of the 2006 CLO Trust’s Class D and $2.5 million of the 2006 CLO Trust’s Class E notes, respectively.

any material consequence as the amortization of the 2006 CLO Trust changed from pro rata to sequential after the Moody’s downgrade in 2009. During 2011, Moody’s upgraded its ratings of all of the notes of the 2006 CLO Trust. During the third quarter of 2012, Fitch affirmed its ratings of all of the notes of the 2006 CLO Trust. During the fourth quarter of 2012, Standard and Poor’s upgraded the Class D notes and the Class E notes and affirmed the rating of the Class A-1 notes, the Class A-2 notes, the Class B notes and the Class C notes of the 2006 CLO Trust. During the third quarter of 2013, Fitch affirmed its ratings on all of the notes of the 2006 CLO Trust. During the first quarter of 2014, Moody’s upgraded its ratings on the Class B notes, the Class C notes, Class D notes and the Class E notes and affirmed its ratings on the Class A-1 notes and the Class A-2 notes of the 2006 CLO Trust. Also during the first quarter of 2014, Standard and Poor’s upgraded its ratings on all of the notes of the 2006 CLO Trust.

We receive a collateral management fee and excess interest spread. We also receive payments with respect to the classes of notes we own in accordance with the transaction documents. We expect to receive a principal distribution as owner of the trust certificates when the term debt is retired. If loan collateral in the 2006 CLO Trust is in default under the terms of the indenture, the excess interest spread from the 2006 CLO Trust could not be distributed until the undistributed cash plus recoveries equals the outstanding balance of the defaulted loan or if we elected to remove the defaulted collateral.

The following table sets forth the selected information with respect to the 2006 CLO Trust:


	Notes and certificates originally issued		Outstanding balance June 30, 2014		Borrowing spread to LIBOR			Ratings (S&P/Moody’s/ Fitch)(1)
	($ in thousands)				%
2006 CLO Trust:
Class A-1	$	320,000	$	38,653		0.27	%	AAA/Aaa/AAA
Class A-2		40,000		5,173		0.28		AAA/Aaa/AAA
Class B		22,500		22,500		0.38		AAA/Aaa/AA
Class C		35,000		28,000		0.68		AA/Aa2/A
Class D		25,000		6,250		1.35		A/A3/BBB
Class E		13,750		4,500		1.75		BBB/Baa3/BB

Total notes		456,250		105,076
Class F (trust certificates)		43,750		43,750		N/A		N/A

Total for 2006 CLO Trust	$	500,000	$	148,826

(1)

In June 2007 we completed a term debt securitization transaction. In conjunction with this transaction we established a separate single-purpose bankruptcy-remote subsidiary, NewStar Commercial Loan Trust 2007-1 (the “2007-1 CLO Trust”) and sold and contributed $600 million in loans and investments (including unfunded commitments), or portions thereof, to the 2007-1 CLO Trust. We remain the servicer of the loans. Simultaneously with the initial sale and contribution, the 2007-1 CLO Trust issued $546.0 million of notes to institutional investors. We retained $54.0 million, comprising 100% of the 2007-1 CLO Trust’s trust certificates. At June 30, 2014, the $371.0 million of outstanding drawn notes were collateralized by the specific loans and investments, principal collection account cash and principal payment receivables totaling $425.0 million. At June 30, 2014, deferred financing fees were $0.9 million. The 2007-1 CLO Trust permitted reinvestment of collateral principal repayments for a six-year period which ended in May 2013. During 2012, we purchased $0.2 million of the 2007-1 CLO Trust’s Class C notes. During 2010, we purchased $5.0 million of the 2007-1 CLO Trust’s Class D notes. During 2009, we purchased $1.0 million of the 2007-1 CLO Trust’s Class D notes.

We receive a loan collateral management fee and excess interest spread. We also receive payments with respect to the classes of notes we own in accordance with the transaction documents. We expect to receive a principal distribution as owner of the trust certificates when the term debt is retired. If loan collateral in the 2007-1 CLO Trust is in default under the terms of the indenture, the excess interest spread from the 2007-1 CLO Trust could not be distributed until the undistributed cash plus recoveries equals the outstanding balance of the defaulted loan or if we elected to remove the defaulted collateral.

The following table sets forth selected information with respect to the 2007-1 CLO Trust:


	Notes originally issued		Outstanding balance June 30, 2014		Borrowing spread to LIBOR			Ratings (S&P/Moody’s/ Fitch)(1)
	($ in thousands)
2007-1 CLO Trust
Class A-1	$	336,500	$	203,634		0.24	%	AAA/Aaa/AAA
Class A-2		100,000		64,058		0.26		AAA/Aaa/AAA
Class B		24,000		24,000		0.55		AA+/Aa1/AA
Class C		58,500		58,293		1.30		A-/A2/A
Class D		27,000		21,000		2.30		BBB-/Baa2/BBB+

Total notes		546,000		370,985
Class E (trust certificates)		29,100		29,100		N/A		CCC-/Ba3/BB
Class F (trust certificates)		24,900		24,900		N/A		N/A

Total for 2007-1 CLO Trust	$	600,000	$	424,985

(1)

These ratings were initially given in June 2007, are unaudited and are subject to change from time to time. During the first quarter of 2009, Fitch affirmed its ratings on all of the notes. During the first quarter of 2009, Moody’s downgraded the Class C notes and the Class D notes. During the third quarter of 2009, Moody’s downgraded the Class A-1 notes, the Class A-2 notes and the Class B notes. During the second quarter of 2010, Standard and Poor’s downgraded the Class A-1 notes, the Class A-2 notes, the Class C notes, and the Class D notes. During the second quarter of 2011, Moody’s upgraded the Class C notes and the Class D notes. During the second quarter of 2011, Standard and Poor’s upgraded the Class D notes. During the fourth quarter of 2011, Moody’s upgraded all of the notes. During the third quarter of 2012, Fitch affirmed its ratings on all of the notes. During the second quarter of 2013, Moody’s upgraded the Class B notes, the Class C notes, the Class D notes and the Class E notes to the ratings shown above, and affirmed its ratings of the Class A-1 notes and the Class A-2 notes. During the third quarter of 2013, Fitch affirmed its ratings on all of the notes. During the first quarter of 2014, Standard and Poor’s upgraded its ratings on all notes to the ratings shown above. During the second quarter of 2014, Moody’s affirmed the above ratings of the Class B notes, the Class C notes, and the Class D notes (source: Bloomberg Finance L.P.).

On December 18, 2012, we completed a term debt securitization transaction. In conjunction with this transaction we established a separate single-purpose bankruptcy-remote subsidiary, NewStar Commercial Loan Funding 2012-2 LLC (the “2012-2 CLO”) and sold and contributed $325.9 million in loans and investments (including unfunded commitments), or portions thereof, to the 2012-2 CLO. We remain the servicer of the loans. Simultaneously with the initial sale and contribution, the 2012-2 CLO issued $263.3 million of notes to institutional investors. We retained $62.6 million, comprising 100% of the 2012-2 CLO’s membership interests, Class E notes, Class F notes, and subordinated notes. At June 30, 2014, the $263.3 million of outstanding drawn notes were collateralized by the specific loans and investments, principal collection account cash and principal payment receivables totaling $325.9 million. At June 30, 2014, deferred financing fees were $2.6 million. The 2012-2 CLO permits reinvestment of collateral principal repayments for a three-year period ending in January 2016. Should we determine that reinvestment of collateral principal repayments are impractical in light of market conditions or if collateral principal repayments are not reinvested within a prescribed timeframe, such funds may be used to repay the outstanding notes.

We receive a loan collateral management fee and excess interest spread. We also receive payments with respect to the classes of notes we own in accordance with the transaction documents. We expect to receive a principal distribution as owner of the membership interests when the term debt is retired. If loan collateral in the 2012-2 CLO is in default under the terms of the indenture, the excess interest spread from the 2012-2 CLO may not be distributed if the overcollateralization ratio, or other collateral quality tests, is not satisfied.

The following table sets forth selected information with respect to the 2012-2 CLO:


	Notes originally issued		Outstanding balance June 30, 2014		Borrowing spread to LIBOR			Ratings (Moody’s/S&P)(1)
	($ in thousands)
2012-2 CLO
Class A	$	190,700	$	190,700		Libor +1.90	%	Aaa/AAA
Class B		26,000		26,000		Libor +3.25	%	Aa2/N/A
Class C		35,200		35,200		Libor +4.25	%	A2/N/A
Class D		11,400		11,400		Libor +6.25	%	Baa2/N/A

Total notes		263,300		263,300
Class E		16,300		16,300		N/A		Ba1/N/A
Class F		24,100		24,100		N/A		B2/N/A
Subordinated notes		22,183		22,183		N/A		N/A

Total for 2012-2 CLO	$	325,883	$	325,883

(1)	These ratings were initially given in December 2012, are unaudited and are subject to change from time to time.

On September 11, 2013, we completed a term debt securitization transaction through our separate single-purpose bankruptcy-remote subsidiary, NewStar Commercial Loan Funding 2013-1 LLC (the “2013-1 CLO”) and sold and contributed $247.6 million in loans and investments (including unfunded commitments), or portions thereof, to the 2013-1 CLO. We remain the servicer of the loans. Simultaneously with the initial sale and contribution, the 2013-1 CLO issued $338.6 million of notes to institutional investors. We retained $61.4 million, comprising 100% of the 2013-1 CLO’s membership interests, Class F notes, Class G notes, and subordinated notes. At June 30, 2014, the $303.6 million of outstanding drawn notes were collateralized by the specific loans and investments, principal collection account cash and principal payment receivables totaling $365.0 million. At June 30, 2014, deferred financing fees were $5.0 million. The 2013-1 CLO permits reinvestment of collateral principal repayments for a three-year period ending in September 2016. Should we determine that reinvestment of collateral principal repayments are impractical in light of market conditions or if collateral principal repayments are not reinvested within a prescribed timeframe, such funds may be used to repay the outstanding notes.

We receive a loan collateral management fee and excess interest spread. We also receive payments with respect to the classes of notes we own in accordance with the transaction documents. We expect to receive a principal distribution as owner of the membership interests when the term debt is retired. If loan collateral in the 2013-1 CLO is in default under the terms of the indenture, the excess interest spread from the 2013-1 CLO may not be distributed if the overcollateralization ratio, or other collateral quality tests, are not satisfied.

The following table sets forth selected information with respect to the 2013-1 CLO:


	Notes originally issued		Outstanding balance June 30, 2014		Borrowing spread to LIBOR			Ratings (S&P/ Moody’s)(2)
	($ in thousands)
2013-1 CLO
Class A-T	$	202,600	$	202,600		Libor +1.65	%	AAA/Aaa
Class A-R		35,000		0		(1)		AAA/Aaa
Class B		38,000		38,000		Libor +2.30	%	AA/N/A
Class C		36,000		36,000		Libor +3.80	%	A/N/A
Class D		21,000		21,000		Libor +4.55	%	BBB/N/A
Class E		6,000		6,000		Libor +5.30	%	BBB-/N/A

Total notes		338,600		303,600
Class F		17,400		17,400		N/A		N/A
Class G		15,200		15,200		N/A		N/A
Subordinated notes		28,800		28,800		N/A		N/A

Total for 2013-1 CLO	$	400,000	$	365,000

(1)

(2)	These ratings were initially given in September 2013, are unaudited and are subject to change from time to time.

On April 17, 2014, we completed a term debt securitization transaction through our separate single-purpose bankruptcy-remote subsidiary, NewStar Commercial Loan Funding 2014-1 LLC (the “2014-1 CLO”) and sold and contributed $249.6 million in loans and investments (including unfunded commitments), or portions thereof, to the 2014-1 CLO. We remain the servicer of the loans. Simultaneously with the initial sale and contribution, the 2014-1 CLO issued $289.5 million of notes to institutional investors. We retained $58.9 million, comprising 100% of the 2014-1 CLO’s membership interests, Class E notes, Class F notes, and subordinated notes. At June 30, 2014, the $289.5 million of outstanding drawn notes were collateralized by the specific loans and investments, principal collection account cash and principal payment receivables totaling $348.4 million. At June 30, 2014, deferred financing fees were $3.4 million. The 2014-1 CLO permits reinvestment of collateral principal repayments for a four-year period ending in April 2018. Should we determine that reinvestment of collateral principal repayments are impractical in light of market conditions or if collateral principal repayments are not reinvested within a prescribed timeframe, such funds may be used to repay the outstanding notes.

We receive a loan collateral management fee and excess interest spread. We also receive payments with respect to the classes of notes we own in accordance with the transaction documents. We expect to receive a principal distribution as owner of the membership interests when the term debt is retired. If loan collateral in the 2014-1 CLO is in default under the terms of the indenture, the excess interest spread from the 2014-1 CLO may not be distributed if the overcollateralization ratio, or other collateral quality tests, are not satisfied.

The following table sets forth selected information with respect to the 2014-1 CLO:


	Notes originally issued		Outstanding balance June 30, 2014		Borrowing spread to LIBOR			Ratings (Moody’s)(2)
	($ in thousands)
2014-1 CLO
Class A	$	202,500	$	202,500		Libor+1.80	%	Aaa
Class B-1		20,000		20,000		Libor+2.60	%	Aa2
Class B-2		13,250		13,250		(1	)	Aa2
Class C		30,250		30,250		Libor+3.60	%	A2
Class D		23,500		23,500		Libor+4.75	%	Baa3

Total notes		289,500		289,500
Class E		18,500		18,500		N/A		N/A
Class F		14,000		14,000		N/A		N/A
Subordinated notes		26,375		26,375		N/A		N/A

Total for 2014-1 CLO	$	348,375	$	348,375

(1)	Class B-2 Notes accrue interest at a fixed rate of 4.902%.

(2)	These ratings were initially given in April 2014, are unaudited and are subject to change from time to time.

In August 2005 we completed a term debt securitization transaction. In conjunction with this transaction we established a separate single-purpose bankruptcy-remote subsidiary, NewStar Trust 2005-1 (the “2005 CLO Trust”) and sold and contributed $375 million in loans and investments (including unfunded commitments), or portions thereof, to the 2005 CLO Trust. Simultaneously with the initial sale and contribution, the 2005 CLO Trust issued $343.4 million of notes to institutional investors and issued $31.6 million of trust certificates of which we retained 100%. The 2005 CLO Trust permitted reinvestment of collateral principal repayments for a three-year period which ended in October 2008. During 2013, we purchased $5.0 million of the 2005 CLO Trust’s Class C notes and $2.4 million of the Class D notes. During 2012, we purchased $9.8 million of the 2005 CLO Trust’s Class D notes and $0.9 million of the Class E notes. During 2011, we purchased $3.9 million of the 2005 CLO Trust’s Class E notes. During 2010, we purchased $4.6 million of the 2005 CLO Trust’s Class D notes. During 2009, we purchased $1.4 million of the 2005 CLO Trust’s Class D notes and $1.2 million of the Class E notes. During 2008, we purchased $5.8 million of the 2005 CLO Trust’s Class E notes. During 2007, we purchased $5.0 million of the 2005 CLO Trust’s Class E notes. On October 25, 2013, we called the 2005 CLO Trust and redeemed the notes at par. In conjunction with the call, we received a principal distribution of $9.2 million.

Repurchase Agreement

On June 7, 2011, we entered into a five-year, $68.0 million financing arrangement with Macquarie Bank Limited backed primarily by a portfolio of commercial mortgage loans previously originated by us. The financing was structured as a master repurchase agreement under which we sold the portfolio of commercial mortgage loans to Macquarie for an aggregate purchase price of $68.0 million. We also agreed to repurchase the commercial mortgage loans from time to time (including a minimum quarterly amount), and agreed to repurchase all of the commercial mortgage loans by June 7, 2016. Upon the repurchase of a commercial mortgage loan, we are obligated to repay the principal amount related to such mortgage loan plus accrued interest (at a rate based on LIBOR plus a margin) to the date of repurchase. We will continue to service the commercial mortgage loans. On October 2, 2013, we entered into an amendment to this financing arrangement which, among other things, extended the date it had agreed to repurchase all of the commercial mortgage loans by one year to June 7, 2017, provided for $25.5 million of additional advances for existing eligible assets owned by us, allowed for the advance of up to $15.0 million to fund an additional commercial mortgage loan, and released $41.1 million of principal payments to us as unrestricted cash. The facility accrues interest at a variable rate per annum, which was 5.15% as of June 30, 2014. As of June 30, 2014, unamortized deferred financing fees were $1.1 million and the outstanding balance was $57.5 million. During the six months ended June 30, 2014, we made principal payments totaling $10.4 million. As part of the amended agreement, there is a minimum aggregate interest margin payment of $9.2 million required to be made over the life of the facility. We cannot control the rate at which the underlying commercial mortgage loans are repaid. If the facility is not utilized to cover this minimum requirement, then a make-whole fee is required to be made to satisfy the minimum aggregate interest margin payment.

Stock Repurchase Program

On May 5, 2014, our Board of Directors authorized the repurchase of up to $20.0 million of the Company’s common stock from time to time on the open market or in privately negotiated transactions. The timing and amount of any shares purchased are determined by the Company’s management based on its evaluation of market conditions and other factors. The repurchase program, which will expire on April 30, 2015 unless extended by the Board of Directors, may be suspended or discontinued at any time without notice. As of June 30, 2014, we had repurchased 1,138,057 shares of its common stock under the program at a weighted average price per share of $13.03. We completed the program in July 2014 with the repurchase of an additional 381,558 shares of common stock at a weighted average price per share of $13.42.

OFF BALANCE SHEET ARRANGEMENTS

We are party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our borrowers. These financial instruments include unfunded commitments, standby letters of credit and interest rate mitigation products. The instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheet. The contract or notional amounts of those instruments reflect the extent of involvement we have in particular classes of financial instruments.

Our exposure to credit loss in the event of nonperformance by the other party to the financial instrument for standby letters of credit is represented by the contractual amount of those instruments. We use the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments.

Unused lines of credit are commitments to lend to a borrower if certain conditions have been met. These commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Because certain commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. We evaluate each borrower’s creditworthiness on a case-by-case basis. The amount of collateral required is based on factors that include management’s credit evaluation of the borrower and the borrower’s compliance with financial covenants. Due to their nature, we cannot know with certainty the aggregate amounts that will be required to fund our unfunded commitments. The aggregate amount of these unfunded commitments currently exceeds our available funds and will likely continue to exceed our available funds in the future.

At June 30, 2014, we had $297.6 million of unused lines of credit. Of these unused lines of credit, unfunded commitments related to revolving credit facilities were $266.3 million and unfunded commitments related to delayed draw term loans were $24.3 million. $7.0 million of the unused revolving commitments are unavailable to the borrowers, which may be related to the borrowers’ inability to meet covenant obligations or other similar events.

Revolving credit facilities allow our borrowers to draw up to a specified amount, subject to customary borrowing conditions. The unfunded revolving commitments of $266.3 million are further categorized as either contingent or unrestricted. Contingent commitments limit a borrower’s ability to access the revolver unless it meets an enumerated borrowing base covenant or other restrictions. At June 30, 2014, we categorized $187.4 million of the unfunded commitments related to revolving credit facilities as contingent. Unrestricted commitments represent commitments that are currently accessible, assuming the borrower is in compliance with certain customary loan terms and conditions. At June 30, 2014, we had $78.9 million of unfunded unrestricted revolving commitments.

During the three months ended June 30, 2014, revolver usage averaged approximately 44%, which is line with the average of 43% over the previous four quarters. Management’s experience indicates that borrowers typically do not seek to exercise their entire available line of credit at any point in time. During the three months ended June 30, 2014, revolving commitments increased $29.0 million.

Delayed draw credit facilities allow our borrowers to draw predefined amounts of the approved loan commitment at contractually set times, subject to specific conditions, such as capital expenditures or acquisitions in corporate loans or for tenant improvements in commercial real estate loans. During the three months ended June 30, 2014, delayed draw credit facility commitments decreased $17.2 million.

CRITICAL ACCOUNTING POLICIES

The Company’s consolidated financial statements are prepared based on the application of accounting policies, the most significant of which are described in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Note 2 to the consolidated financial statements included in the Company’s 2013 Annual Report, as updated in Note 2 to the unaudited consolidated financial statements in this Quarterly Report. These policies require numerous estimates and assumptions, which may prove inaccurate or subject to variations. Changes in underlying factors, assumptions or estimates could have a material impact on the Company’s future financial condition and results of operations. The most critical of these significant accounting policies are the policies for revenue recognition, allowance for credit losses, income taxes, stock compensation and valuation methodologies. As of the date of this report, the Company does not believe that there has been a material change in the nature or categories of its critical accounting policies or its estimates and assumptions from those discussed in its 2013 Annual Report.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to changes in market values of our loans held-for-sale, which are carried at lower of cost or market, and our investment in debt securities, available-for-sale and derivatives, which are carried at fair value. Fair value is defined as the market price for those securities for which a market quotation is readily available and for all other investments and derivatives, fair value is determined pursuant to a valuation policy and a consistent valuation process. Where a market quotation is not readily available, we estimate fair value using various valuation methodologies, including cash flow analysis, as well as qualitative factors.

As of June 30, 2014 and December 31, 2013, investments in debt securities available-for-sale totaled $16.5 million and $22.2 million, respectively. At June 30, 2014 and December 31, 2013, our net unrealized gain on those debt securities totaled $1.0 million at the end of each period. Any unrealized gain or loss on these investments is included in Other Comprehensive Income in the equity section of the balance sheet, until realized.

Interest rate risk represents a market risk exposure to us. Interest rate risk is measured as the potential volatility to our net interest income caused by changes in market interest rates.

As of June 30, 2014, approximately 4% of the loans in our portfolio were at fixed rates and approximately 96% were at variable rates. Additionally, for the loans at variable rates, approximately 85% contain an interest rate floor. Our credit facilities and term debt securitizations all bear interest at variable rates without interest rate floors, however, our corporate credit facility contains an interest rate floor set at a rate of 1.00%.

The presence of interest rate floors in our loan agreements results in assets with hybrid fixed and floating rate loan characteristics. Provided that the contractual interest rate remains at or below the interest rate floor, a performing loan will typically behave as a fixed rate instrument. If contractual interest rates are in excess of the interest rate floor, a performing loan will typically behave as a floating rate instrument. In a low interest rate environment, floors provide a benefit as we are able to earn additional income equal to the difference between the stated rate of the interest rate floor and the corresponding contractual rate. If interest rates rise, the potential benefit provided by interest rate floors would decrease resulting in lower net interest income. The cost of our variable rate debt would increase, while interest income from loans with interest rate floors would not change until interest rates exceed the stated rate of the interest rate floors or upon the re-pricing or principal repayment of the loans.

The following table shows the hypothetical estimated change in net interest income over a 12-month period based on a static, instantaneous parallel shift in interest rates applied to our portfolio and cash and cash equivalents as of June 30, 2014. Our modeling is based on contractual terms and does not consider prepayment or changes in the composition of our portfolio or our current capital structure. It further generalizes that both variable rate assets and liabilities are indexed to a flat 3 month LIBOR yield curve. Although we believe these measurements are representative of our interest rate sensitivity, we can give no assurance that actual results would not differ materially from our modeled outcomes.


	Rate Change (Basis Points)		Estimated Change in Net Interest Income Over 12 Months
			($ in thousands)
Decrease of		100	$	10,780
Increase of		100		(8,950	)
Increase of		200		(5,950	)
Increase of		300		(1,880	)

The estimated changes in net interest income reflect the potential effect of interest rate floors on loans totaling approximately $2.0 billion. Due to the presence of these interest rate floors, as interest rates begin to rise from current levels, the cost of our variable rate debt increases. The interest rate on performing loans will remain fixed until the contractual rate exceeds the stated rate on the interest rate floors. Consequently, the result is a negative net interest income impact as interest rates initially increase until they reach an inflection point. Beyond this inflection point, which is typically close to the portfolios weighted average stated floor rate, the benefit of rising rates begins to accrue to us as the interest rate on performing loans starts to adjust upward.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report (the “Evaluation Date”). Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of the Evaluation Date, these disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of our internal control over financial reporting that occurred during the second quarter of 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings.

From time to time we expect to be party to legal proceedings. We are not currently subject to any material legal proceedings.

Item 1A.

Risk Factors.

There have been no material changes to the Company’s risk factors since our most recently filed Annual Report on Form 10-K.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth the repurchases we made for the three-month period ending on June 30, 2014:


Period	Total Number of Shares Purchased (1)(2)		Average Price Paid Per Share (1)(2)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3)		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3)
April 1-30, 2014		—	$	—		—	$	20,000,000
May 1-31, 2014		222,921		12.20		221,522		17,298,975
June 1-30, 2014		916,535		13.24		916,535		5,166,197

Total: Three months ended June 30, 2014		1,139,456		13.03		1,138,057		5,166,197

(1)	The Company repurchased 1,138,057 shares during the period pursuant to the share repurchase program that we announced on May 7, 2014 (the “Repurchase Program”). Certain of these shares were repurchased on the open market pursuant to a trading plan under Rule 10b5-1 of the Exchange Act.

(2)	Includes an aggregate of 1,399 shares of Common Stock acquired from individuals in order to satisfy tax withholding requirements in connection with the vesting of restricted stock awards under equity compensation plans during the second quarter.

(3)	The Repurchase Program provides for the repurchase of up to $20.0 million of the Company’s common stock from time to time on the open market or in privately negotiated transactions.

Item 6.

Exhibits.


Exhibit Number	Description	Method of Filing

3(a)	Amended and Restated Certificate of Incorporation of the Company.	Previously filed as Exhibit 3(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on April 2, 2007 (File No. 001-33211) and incorporated herein by reference.

3(b)	Amended and Restated By laws of the Company.	Previously filed as Exhibit 3(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on April 2, 2007 (File No. 001-33211) and incorporated herein by reference.

4(a)	Indenture by and between NewStar Commercial Loan Funding 2014-1 LLC, as Issuer, and U.S. Bank National Association, as Trustee, dated as of April 17, 2014.	Previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-33211) filed on April 23, 2014 and incorporated herein by reference.

10(a)	Joinder Agreement and First Amendment by and between NewStar Business Funding 2012-1, LLC, as Borrower, Wells Fargo Bank, National Association, and RBS Citizens Business Capital, dated as of April 1, 2014.	Filed herewith.

10(b)	Master Loan Sale Agreement by and between the Company, as Transferor, NewStar Commercial Loan Depositor 2014-1 LLC, as Depositor, and NewStar Commercial Loan Funding 2014-1 LLC, as Issuer, dated as of April 17, 2014.	Previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-33211) filed on April 23, 2014 and incorporated herein by reference.

10(c)	Collateral Management Agreement by and between the Company, as Collateral Manager, and NewStar Commercial Loan Funding 2014-1 LLC, as Issuer, dated as of April 17, 2014.	Previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-33211) filed on April 23, 2014 and incorporated herein by reference.

10(d)	Third Amendment and Joinder to Second Amended and Restated Note Agreement, dated as of May 15, 2014, by and among the Company, AP MA Funding LLC, the holders from time to time party thereto, and Fortress Credit Corp.	Filed herewith.

31(a)	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith.

31(b)	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith.

32	Certifications pursuant to 18 U.S.C. Section 1350.	Filed herewith.

101	The following materials from the Quarterly Report of NewStar Financial, Inc. on Form 10-Q for the quarter ended June 30, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013, (ii) Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2014 and 2013, (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2014 and 2013, (iv)Condensed Consolidated Statements of Changes in Stockholders’ Equity for the six months ended June 30, 2014 and 2013, (v) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2014 and 2013, and (vi) Notes to the Condensed Consolidated Financial Statements.	Filed herewith.

101.INS	XBRL Instance Documents

101.SCH

101.CAL

101.DEF

101.LAB

101.PRE

XBRL Taxonomy Extension Schema Document

XBRL Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Label Linkbase Document

XBRL Taxonomy Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	NEWSTAR FINANCIAL, INC.

Date: August 6, 2014	By:	/S/ JOHN KIRBY BRAY
		John Kirby Bray
		Chief Financial Officer

EXHIBIT INDEX


Exhibit Number	Description	Method of Filing

3(a)	Amended and Restated Certificate of Incorporation of the Company.	Previously filed as Exhibit 3(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on April 2, 2007 (File No. 001-33211) and incorporated herein by reference.

3(b)	Amended and Restated Bylaws of the Company.	Previously filed as Exhibit 3(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on April 2, 2007 (File No. 001-33211) and incorporated herein by reference.

4(a)	Indenture by and between NewStar Commercial Loan Funding 2014-1 LLC, as Issuer, and U.S. Bank National Association, as Trustee, dated as of April 17, 2014.	Previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-33211) filed on April 23, 2014 and incorporated herein by reference.

10(a)	Joinder Agreement and First Amendment by and between NewStar Business Funding 2012-1, LLC, as Borrower, Wells Fargo Bank, National Association, and RBS Citizens Business Capital, dated as of April 1, 2014.	Filed herewith.

10(b)	Master Loan Sale Agreement by and between the Company, as Transferor, NewStar Commercial Loan Depositor 2014-1 LLC, as Depositor, and NewStar Commercial Loan Funding 2014-1 LLC, as Issuer, dated as of April 17, 2014.	Previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-33211) filed on April 23, 2014 and incorporated herein by reference.

10(c)	Collateral Management Agreement by and between the Company, as Collateral Manager, and NewStar Commercial Loan Funding 2014-1 LLC, as Issuer, dated as of April 17, 2014.	Previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-33211) filed on April 23, 2014 and incorporated herein by reference.

10(d)	Third Amendment and Joinder to Second Amended and Restated Note Agreement, dated as of May 15, 2014, by and among the Company, AP MA Funding LLC, the holders from time to time party thereto, and Fortress Credit Corp.	Filed herewith.

31(a)	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith.

31(b)	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith.

32	Certifications pursuant to 18 U.S.C. Section 1350.	Filed herewith.

101	The following materials from the Quarterly Report of NewStar Financial, Inc. on Form 10-Q for the quarter ended June 30, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 2014and December 31, 2013, (ii) Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2014and 2013, (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2014and 2013, (iv)Condensed Consolidated Statements of Changes in Stockholders’ Equity for the six months ended June 30, 2014 and 2013, (v) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2014 and 2013, and (vi) Notes to the Condensed Consolidated Financial Statements.	Filed herewith.

101.INS

101.SCH

101.CAL

101.DEF

101.LAB

101.PRE

XBRL Instance Documents

XBRL Taxonomy Extension Schema Document

XBRL Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Label Linkbase Document

XBRL Taxonomy Presentation Linkbase Document