Newcastle Announces First Quarter 2010 Results

First Quarter 2010 Financial Results

NEW YORK--(BUSINESS WIRE)-- Newcastle Investment Corp. (NYSE: NCT) reported that for the quarter ended March 31, 2010, income applicable to common stockholders ("GAAP income") was $180.2 million, or $3.36 per diluted share, compared to a loss applicable to common stockholders of $242.2 million, or $4.59 per diluted share, for the quarter ended March 31, 2009.

GAAP income of $180.2 million consisted of the following: $12.6 million of net interest income less expenses (net of preferred dividends), $56.6 million of other income, $43.0 million representing the excess of the carrying amount of the exchanged preferred stock over the fair value of the consideration paid ("gain on preferred stock exchange"), and $68.0 million from the reversal of prior valuation allowances on loans net of the impairment on securities.

Other income is primarily related to a gain on the extinguishment of CDO debt. In the first quarter, Newcastle repurchased a face amount of $56.3 million of CDO bonds for $7.6 million. As a result, Newcastle recorded a gain on the extinguishment of CDO debt of $48.3 million.

During the quarter, the Company announced and settled the offer to exchange (the "Exchange Offer") shares of its common stock and cash for a total of 1,152,679 shares of its Series B Preferred Stock, 1,104,000 shares of its Series C Preferred Stock and 1,380,000 shares of its Series D Preferred Stock. Upon settlement, the Company issued 9,091,698 shares of its Common Stock and paid an aggregate of $16.0 million in cash. In addition, the Company paid accumulated and unpaid dividends to all holders of its Preferred Stock and recorded a $43.0 million gain on the preferred stock exchange.

During the quarter, the Company entered into an Exchange Agreement, dated as of January 29, 2010, to exchange $51.9 million aggregate principal amount of junior subordinated notes due 2035 for $37.6 million face amount of previously issued CDO bonds and $9.7 million of cash.

For a reconciliation of income (loss) applicable to common stockholders to net interest income less expenses (net of preferred dividends), please refer to the tables following the presentation of the GAAP results.

Subsequent Event

On April 15, 2010, the Company completed a securitization transaction to refinance its Manufactured Housing Loans Portfolio I. The Company sold $164.1 million outstanding principal balance of manufactured housing loans to Newcastle MH I LLC (the "Issuer"), an indirect wholly-owned subsidiary of the Company. The Issuer issued $134.5 million aggregate principal amount of asset backed notes, of which $97.6 million was sold to third parties and $36.9 million was sold to certain CDOs managed and consolidated by the Company. At the closing of the transaction, the Company used the gross proceeds received from the issuance and repaid the existing debt in full, terminated the existing related interest rate swap contracts and paid related transaction costs. The Company received unrestricted cash of $14 million and retained the residual interest in the securitization.

Recourse Debt Financing and Liquidity

In the first quarter, the Company reduced its non-agency recourse debt by $22 million and repaid all of its remaining FNMA/FHLMC recourse debt. In April, the Company repaid its remaining $13 million of non-agency recourse debt financing real estate securities, loans, and properties. As detailed below, the Company's unrestricted cash balance currently exceeds its non-agency recourse liabilities (excluding its junior subordinated notes, which are long-term obligations).

Certain details regarding the Company's liquidity and current financings are set forth below as of May 5, 2010:

    --  Cash - The Company had unrestricted cash of $25 million. In addition,
        the Company had $160 million of restricted cash for reinvestment in its
        CDOs;
    --  Margin Exposure - The Company had no financings or derivatives subject
        to margin calls as all of its outstanding repurchase agreements were
        repaid in full and its remaining interest rate swap agreements subject
        to margin calls were terminated.

The following table illustrates the change in unrestricted cash and recourse financings, excluding junior subordinated notes ($ in millions):


                                                 May 5,  March 31,  December 31,

                                                 2010    2010       2009

Unrestricted Cash                                $ 25    $ 12       $ 68

Recourse Financings

 Non-FNMA/FHLMC (non-agency)

  Real Estate Securities, Loans, and Properties    -       13         32

  Manufacturing Housing Loans                      6       7          10

  Subtotal                                         6       20         42

 FNMA/FHLMC Investments                            -       -          40

 Total Recourse Financings                       $ 6     $ 20       $ 82



The remaining $6 million of recourse debt on the Manufacturing Housing Loans is due over the next six months.

CDO Financings

The following table summarizes the cash receipts in the first quarter of 2010 from the Company's consolidated CDO financings, their related coverage tests, and negative watch assets ($ in thousands):



                              IntereOver Collateralization Excess (Deficiency)

                  Apr 30, 2010(2)erage %                      Mar 31,              Dec 31,             Assets
       Primary                                                2010(2)              2009(2)             on
                              Excess
       Collateral   Receipts                                                                           Negative
                    (1)       (Deficiency)
       Type       %                               $           %           $           %                Watch(3) $
                              Apr 30,

                              2010(2)

CDO    Securities   $ 152     148.0 %       -7.1  %  (26,531  )  -7.1  %  (26,531  )  -6.8  %  (25,763 )        $ 118,808
IV

CDO V  Securities     158     198.5 %       -4.0  %  (17,622  )  -4.0  %  (17,622  )  -3.8  %  (17,120 )          123,561

CDO    Securities     132     -50.4 %       -36.6 %  (159,008 )  -24.8 %  (108,077 )  -21.8 %  (95,647 )          124,657
VI

CDO    Loans          3,017   311.0 %       14.0  %  90,182      9.7   %  62,404      9.8   %  63,502             154,811
VIII

CDO    Loans          3,740   206.6 %       7.8   %  50,582      10.9  %  70,156      10.5  %  68,089             21,750
IX

CDO X  Securities     5,309   91.0  %       5.6   %  68,436      6.0   %  73,577      2.8   %  34,769             300,411

Total               $ 12,508                                                                                    $ 843,998




     Represents net cash received from each CDO based on all of the interests in
     such CDO (including senior management fees). Cash receipts for the quarter
(1)  ended March 31, 2010 may not be indicative of cash receipts for subsequent
     periods. See Forward-Looking Statements below for risks and uncertainties
     that could cause cash receipts for subsequent periods to differ materially
     from these amounts.

     Represents excess or deficiency under the applicable interest coverage or
     over collateralization test to the first threshold at which cash flow would
     be redirected. The Company generally does not receive material cash flow
(2)  from a CDO until a deficiency is corrected. The information regarding
     coverage tests is based on data from the most recent remittance date on or
     before April 30, 2010, March 31, 2010, or December 31, 2009, as applicable.
     The CDO IV and V tests are conducted only on a quarterly basis (December,
     March, June and September).

     Represents the face amount of assets on negative watch for possible
     downgrade by at least one rating agency (Moody's, S&P or Fitch). Amounts
     are as of the determination date pertaining to March 2010 remittances for
(3)  CDO IV and V (these tests are conducted only on a quarterly basis) and as
     of the determination date pertaining to April 2010 remittances for all
     other CDOs. The amounts include $140.2 million of CDO bonds issued by
     Newcastle, which are eliminated in consolidation and not reflected in the
     investment portfolio disclosures.



    --  The cash receipts above include $1.6 million of non-recurring fees
        received in the CDOs.
    --  Results for April 30, 2010 include the effect of the default of the $60
        million Stuyvesant Mezzanine loan held and subsequently sold out of CDO
        IX.
    --  Effective January 1, 2010, under new accounting guidance issued by the
        FASB, the Company deconsolidated one of its non-recourse financing
        structures, CDO VII. The Company determined that it is no longer the
        primary beneficiary of CDO VII under the new guidance, as an event of
        default had occurred and the Company may be removed as the collateral
        manager by a single party. The deconsolidation has reduced the Company's
        assets by $149.4 million, liabilities by $437.8 million, and
        stockholder's deficit by $288.4 million.

Book Value

GAAP book value increased by $614 million or $14.87 per share. As of March 31, 2010, GAAP book value was $(1.2) billion or $(19.02) per share compared to $(1.8) billion or $(33.89) per share at December 31, 2009.

Dividends

For the quarter ended March 31, 2010, Newcastle's Board of Directors elected not to pay a common stock dividend. The Board of Directors declared accumulated and unpaid dividends as well as a dividend for the period February 1, 2010 through April 30, 2010 on Newcastle's 9.75% Series B, 8.05% Series C and 8.38% Series D Cumulative Redeemable Preferred Stock in the aggregate amounts of $3.66, $3.02 and $3.14 per share, respectively.

Investment Portfolio

Newcastle's $5.0 billion investment portfolio (with a basis of $3.0 billion) consists of commercial, residential and corporate debt. During the quarter, the portfolio decreased by $600 million, primarily as a result of the deconsolidation of CDO VII (which had $429 million of assets as of January 1, 2010), sales of $193 million and principal repayments of $81 million, offset by purchases of $127 million.

The following table describes the investment portfolio as of March 31, 2010 ($ in millions):


                                       % of                             Weighted
                Face      Basis                 Number of
                                       Total                 Credit(2)  Average
                Amount $  Amount $(1)           Investments
                                       Basis                            Life
                                                                        (yrs)(3)

Commercial
Assets

 CMBS           $ 2,127   $ 1,415      46.7  %  271          BB+        3.1

 Mezzanine        717       250        8.3   %  21           69%        1.9
 Loans

 B-Notes          308       101        3.4   %  11           76%        2.0

 Whole Loans      56        29         1.0   %  3            18%        4.7

 CDO (4)          79        -          0.0   %  4            C          0.0

 Total
 Commercial       3,287     1,795      59.4  %                          2.7
 Assets

Residential
Assets

 MH and
 Residential      471       401        13.2  %  12,314       699        6.8
 Loans

 Subprime         418       167        5.5   %  94           B          4.2
 Securities

 Real Estate      83        62         2.0   %  24           BB+        4.3
 ABS

                  972       630        20.7  %                          5.5

 FNMA/FHLMC       4         4          0.1   %  1            AAA        3.6
 Securities

 Total
 Residential      976       634        20.8  %                          5.5
 Assets

Corporate
Assets

 REIT Debt        395       394        13.0  %  46           BB+        3.8

 Corporate        292       208        6.8   %  9            CCC-       3.7
 Bank Loans

 Total
 Corporate        687       602        19.8  %                          3.8
 Assets

Total/Weighted  $ 4,950   $ 3,031      100.0 %                          3.4
Average(5)




(1)  Net of impairment.

     Credit represents the weighted average of minimum ratings for rated assets,
     the Loan to Value ratio (based on the appraised value at the time of
     purchase) for non-rated commercial assets, or the FICO score for non-rated
(2)  residential assets and an implied AAA rating for FNMA/FHLMC securities.
     Ratings provided above were determined by third party rating agencies as of
     a particular date, may not be current and are subject to change (including
     the assignment of a "negative watch") at any time.

(3)  Weighted average life is based on the timing of expected principal
     reduction on the asset.

(4)  Includes one CDO bond issued by a third party and three CDO bonds issued by
     CDO VII, which was deconsolidated, and held as investments by the Company.

(5)  Excludes operating real estate held for sale of $10 million and loans
     subject to call option with a face amount of $406 million.



Commercial Assets

The Company owns $3.3 billion of commercial assets (with a basis of $1.8 billion), which includes CMBS, mezzanine loans, B-Notes and whole loans.

    --  During the quarter, the Company purchased $101 million, sold $78
        million, had principal repayments of $32 million and had $13 million of
        actual principal writedowns. The Company purchased 13 CMBS assets with
        an average rating of "A-."
    --  The Company had one commercial asset or $3 million upgraded, one
        security or $3 million affirmed and 37 securities or $316 million
        downgraded (from an average rating of BB+ to B).

CMBS portfolio ($ in thousands):



          Average                                                                    Weighted
                           Face       Basis      % of    Delinquency  Principal
Vintage   Minimum  Number                        Total                               Average
(1)                        Amount $   Amount $           60+/FC/REO   Subordination
          Rating                                 Basis   (3)          (4)            Life
          (2)                                                                        (yrs)(5)

Pre 2004  BBB      86      434,488    416,264    29.4%   5.5%         12.4%          2.8

2004      BB       63      438,217    297,633    21.1%   3.2%         5.7%           3.4

2005      BB-      33      340,667    141,691    10.0%   3.7%         7.3%           3.1

2006      BB+      51      488,676    346,859    24.5%   2.5%         10.7%          3.0

Post      BB-      38      425,547    212,210    15.0%   4.9%         12.8%          3.2
2007

TOTAL/WA  BB+      271     2,127,595  1,414,657  100.0%  3.9%         9.9%           3.1




(1)  The year in which the securities were issued.

     Ratings provided above were determined by third party rating agencies as of
     a particular date, which may not be current and are subject to change
(2)  (including the assignment of a "negative watch") at any time. The Company
     had approximately $557 million of CMBS assets that are on negative watch
     for possible downgrade by at least one rating agency as of March 31, 2010.

(3)  The percentage of underlying loans that are 60+ days delinquent, or in
     foreclosure or considered real estate owned (REO).

(4)  The percentage of the outstanding face amount of securities that is
     subordinate to the Company's investments.

(5)  Weighted average life is based on the timing of expected principal
     reduction on the asset.



Mezzanine loans, B-Notes and whole loans portfolio ($ in thousands):


                                               WA First  WA Last $
                   Face       Basis    % of    $
Asset      Number                      Total             Loan to    Delinquency
Type               Amount     Amount           Loan to              (%)(2)
                   ($)        ($)      Basis             Value(1)
                                               Value(1)

Mezzanine  21      717,134    250,066  65.7%   55.5%     69.3%      18.2%
Loans

B-Notes    11      308,006    101,452  26.7%   61.7%     75.8%      42.7%

Whole      3       56,085     29,111   7.6%    0.0%      18.2%      0.0%
Loans

Total/WA   35      1,081,225  380,629  100.0%  54.4%     68.5%      24.2%




(1)  Loan To Value is based on the appraised value at the time of purchase.

(2)  The percentage of underlying loans that are non-performing, in foreclosure,
     under bankruptcy filing or considered real estate owned.



Residential Assets

The Company owns $976 million of residential assets (with a basis of $634 million), which includes manufactured housing ("MH") loans, residential loans, subprime securities and FNMA/FHLMC securities.

    --  During the quarter, the Company purchased $26 million, sold $55 million,
        had principal repayments of $41 million and actual principal writedowns
        of $16 million. The Company purchased two ABS assets with an average
        rating of "AAA."
    --  The Company had no ABS securities upgraded, seven securities or $67
        million affirmed, and 11 securities or $57 million downgraded (from an
        average rating of BB+ to BB).

Manufactured housing and residential loan portfolios ($ in thousands):



            Face     Basis    % of    Average              Delinquency  Cumulative
                                                Original
Deal        Amount   Amount   Total   Loan Age             90+/FC/REO   Loss to
            $        $                          Balance $  (1)          Date
                              Basis   (months)

MH Loans    166,684  134,419  33.5%   101       327,855    1.1%         5.9%
Portfolio 1

MH Loans    236,065  215,695  53.7%   129       434,743    1.2%         3.9%
Portfolio 2

Residential
Loans       63,900   47,657   11.9%   82        646,357    7.9%         0.3%
Portfolio 1

Residential
Loans       3,794    3,509    0.9%    67        83,950     0.0%         0.0%
Portfolio 2

TOTAL/WA    470,443  401,280  100.0%  112       1,492,905  2.1%         4.1%




(1)  The percentage of loans that are 90+ days delinquent, or in foreclosure or
     considered real estate owned (REO).



Subprime Securities portfolio ($ in thousands):

Security Characteristics:


          Average                              % of
                           Face      Basis             Principal      Excess
Vintage   Minimum  Number                      Total
(1)                        Amount $  Amount $          Subordination  Spread(4)
          Rating                               Basis   (3)
          (2)

2003      BB-      15      21,400    12,836    7.7%    21.8%          4.0%

2004      B        30      100,652   36,458    21.8%   16.1%          4.1%

2005      B+       27      105,380   32,026    19.2%   26.8%          4.8%

2006      CCC      12      93,068    32,131    19.3%   13.6%          5.0%

Post      BB       10      97,768    53,406    32.0%   17.1%          3.5%
2007

TOTAL/WA  B        94      418,268   166,857   100.0%  18.7%          4.3%



Collateral Characteristics:


            Average
                      Collateral  3 Month  Delinquency    Cumulative
Vintage(1)  Loan Age
                      Factor(5)   CPR(6)   90+/FC/REO(7)  Loss to Date
            (months)

2003        85        0.10        7.9%     18.6%          2.9%

2004        71        0.15        8.7%     21.5%          3.2%

2005        59        0.22        11.5%    36.2%          7.8%

2006        47        0.48        9.8%     38.9%          11.8%

Post 2007   34        0.54        8.9%     26.2%          10.1%

TOTAL/WA    55        0.33        9.6%     30.0%          7.9%



Real Estate ABS portfolios ($ in thousands):

Security Characteristics:


              Average                              % of
                               Face      Basis             Principal      Excess
Asset Type    Minimum  Number                      Total
                               Amount $  Amount $          Subordination  Spread
              Rating                               Basis   (3)            (4)
              (2)

Manufactured  BBB+     9       50,534    49,108    79.7%   37.2%          2.5%
Housing

Small
Business      B        15      32,780    12,520    20.3%   18.3%          3.0%
Loans

TOTAL/WA      BB+      24      83,314    61,628    100.0%  29.7%          2.7%



Collateral Characteristics:


                      Average
                                Collateral  3 Month  Delinquency    Cumulative
Asset Type            Loan Age
                                Factor(5)   CPR(6)   90+/FC/REO(7)  Loss to Date
                      (months)

Manufactured Housing  113       0.37        2.3%     4.8%           10.2%

Small Business Loans  68        0.57        3.4%     26.9%          4.7%

TOTAL/WA              95        0.45        2.7%     13.5%          8.0%




(1)  The year in which the securities were issued.

     Ratings provided above were determined by third party rating agencies as of
     a particular date, may not be current and are subject to change (including
(2)  the assignment of a "negative watch") at any time. The Company had
     approximately $165 million of subprime and ABS securities that are on
     negative watch for possible downgrade by at least one rating agency as of
     March 31, 2010.

(3)  The percentage of the outstanding face amount of securities and residual
     interests that is subordinate to the Company's investments.

     The annualized amount of interest received on the underlying loans in
(4)  excess of the interest paid on the securities, as a percentage of the
     outstanding collateral balance.

(5)  The ratio of original unpaid principal balance of loans still outstanding.

(6)  Three month average constant prepayment rate.

(7)  The percentage of underlying loans that are 90+ days delinquent, or in
     foreclosure or considered real estate owned (REO).



Corporate Assets

The Company owns $687 million of corporate assets (with a basis of $602 million), including REIT debt and corporate bank loans.

    --  During the quarter, the Company sold $60 million and had principal
        repayments of $8 million. The sales consisted of six REIT assets and one
        bank loan with an average rating of "B+."
    --  The Company had no REIT assets upgraded or affirmed and one bank loan or
        $60 million downgraded (from a rating of CCC+ to CC).

REIT debt portfolio ($ in thousands):


             Average                                % of
                                Face      Basis
Industry     Minimum    Number                      Total
                                Amount $  Amount $
             Rating(1)                              Basis

Retail       BBB-       11      80,660    76,856    19.5%

Diversified  CCC+       10      106,836   107,723   27.3%

Office       BBB        11      115,469   117,387   29.8%

Multifamily  BBB        3       12,765    12,836    3.2%

Hotel        BBB        4       30,220    30,727    7.8%

Healthcare   BBB-       5       41,600    41,721    10.6%

Storage      A-         1       5,000     5,068     1.3%

Industrial   BB-        1       2,000     2,078     0.5%

TOTAL/WA     BB+        46      394,550   394,396   100.0%



Corporate bank loan portfolio ($ in thousands):


                Average                                % of
                                   Face      Basis
Industry        Minimum    Number                      Total
                                   Amount $  Amount $
                Rating(1)                              Basis

Real Estate     C          3       64,625    41,157    19.9%

Media           CC         2       111,765   54,765    26.4%

Resorts         BB-        1       68,833    68,489    33.0%

Restaurant      B          2       19,375    17,185    8.3%

Transportation  NR         1       27,000    25,650    12.4%

TOTAL/WA        CCC-       9       291,598   207,246   100.0%




     Ratings provided above were determined by third party rating agencies as of
     a particular date, may not be current and are subject to change (including
(1)  the assignment of a "negative watch") at any time. The Company had
     approximately $22 million of REIT assets that are on negative watch for
     possible downgrade by at least one rating agency as of March 31, 2010.



Conference Call

Newcastle's management will conduct a live conference call today, May 7, 2010, at 1:00 P.M. Eastern Time to review the financial results for the quarter ended March 31, 2010. All interested parties are welcome to participate on the live call. You can access the conference call by dialing (888) 243-2046 (from within the U.S.) or (706) 679-1533 (from outside of the U.S.) ten minutes prior to the scheduled start of the call; please reference "Newcastle First Quarter Earnings Call."

A simultaneous webcast of the conference call will be available to the public on a listen-only basis at www.newcastleinv.com. Please allow extra time prior to the call to visit the site and download the necessary software required to listen to the internet broadcast.

A telephonic replay of the conference call will also be available until 11:59 P.M. Eastern Time on Friday, May 14, 2010 by dialing (800) 642-1687 (from within the U.S.) or (706) 645-9291 (from outside of the U.S.); please reference access code "71825005."

About Newcastle

Newcastle Investment Corp. owns and manages a portfolio of diversified, credit sensitive real estate debt that is primarily financed with match funded debt. Newcastle is organized and conducts its operations to qualify as a real estate investment trust (REIT) for federal income tax purposes. Newcastle is managed by an affiliate of Fortress Investment Group LLC, a global investment management firm. For more information regarding Newcastle Investment Corp. or to be added to our e-mail distribution list, please visit www.newcastleinv.com.

Forward-Looking Statements

Certain items in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to our liquidity, future losses and impairment charges, our ability to acquire assets with attractive returns and the delinquent and loss rates on our subprime portfolios. These statements are based on management's current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, many of which are beyond our control. Newcastle can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from Newcastle's expectations include, but are not limited to, the risk that the ongoing challenging credit and liquidity conditions continue to cause downgrades of a significant number of our securities and recording of additional impairment charges or reductions in shareholders' equity; the risk that we can find additional suitably priced investments; the risk that investments made or committed to be made cannot be financed on the basis and for the term at which we expect; the relationship between yields on assets which are paid off and yields on assets in which such monies can be reinvested; and the relative spreads between the yield on the assets we invest in and the cost and availability of debt and equity financing. Accordingly, you should not place undue reliance on any forward-looking statements contained in this press release. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operation" in the Company's Quarterly Report on Form 10-Q, which is available on the Company's website (www.newcastleinv.com). In addition, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this press release. Newcastle expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.


Newcastle Investment Corp.

Consolidated Statements of Operations (Unaudited)

(dollars in thousands, except per share data)

                                                  Three Months Ended March 31

                                                  2010            2009

Interest income                                   $ 70,092        $ 124,473

Interest expense                                    45,589          60,544

 Net interest income                                24,503          63,929

Impairment

 Valuation allowance (reversal) on loans            (95,774    )    120,888

 Other-than-temporary impairment on securities      64,856          186,582

 Portion of other-than-temporary impairment on
                                                    (37,114    )    -
 securities recognized in other comprehensive
 income

                                                    (68,032    )    307,470

 Net interest income (loss) after impairment        92,535          (243,541   )

Other Income (Loss)

 Gain (loss) on settlement of investments, net      9,677           (8,047     )

 Gain (losses) on extinguishment of debt            48,346          26,845

 Other income (loss), net                           (1,565     )    (6,494     )

 Equity in earnings (losses) of equity method       85              13
 investees

                                                    56,543          12,317

Expenses

 Loan and security servicing expense                1,035           1,402

 General and administrative expense                 3,038           1,626

 Management fee to affiliate                        4,477           4,491

 Depreciation and amortization                      63              72

                                                    8,613           7,591

Income (loss) from continuing operations            140,465         (238,815   )

Income (loss) from discontinued operations          (40        )    (33        )

Net Income (Loss)                                   140,425         (238,848   )

 Preferred dividends                                (3,268     )    (3,375     )

 Excess of carrying amount of exchanged preferred
 stock                                              43,043          -

 over fair value of consideration paid

Income (Loss) Applicable to Common Stockholders   $ 180,200       $ (242,223   )

Income (loss) Per Share of Common Stock

 Basic                                            $ 3.36          $ (4.59      )

 Diluted                                          $ 3.36          $ (4.59      )

Income (loss) from continuing operations per
share of common stock,

 after preferred dividends and excess of carrying
 amount of

 exchanged preferred stock over fair value of
 consideration paid

 Basic                                            $ 3.36          $ (4.59      )

 Diluted                                          $ 3.36          $ (4.59      )

Income (loss) from discontinued operations per
share

 of common stock

 Basic                                            $ -             $ -

 Diluted                                          $ -             $ -

Weighted Average Number of Shares of Common Stock
Outstanding

 Basic                                              53,619,643      52,807,232

 Diluted                                            53,619,643      52,807,232

Dividends Declared per Share of Common Stock      $ -             $ -




Newcastle Investment Corp.

Consolidated Balance Sheets

(dollars in thousands, except share data)

                                               March 31, 2010

                                               (Unaudited)     December 31, 2009

Assets

Non-Recourse VIE Financing Structures

 Real estate securities, available for sale    $ 1,762,830     $ 1,784,487

 Real estate related loans, held for sale, net   578,166         554,367

 Residential mortgage loans, held for sale,      404,474         380,123
 net

 Subprime mortgage loans subject to call         403,190         403,006
 option

 Restricted cash                                 233,979         200,251

 Receivables from brokers, dealers and           843             -
 clearing organizations

 Receivables and other assets                    33,271          36,643

                                                 3,416,753       3,358,877

Recourse Financing Structures and Unlevered
Assets

 Real estate securities, available for sale      1,597           46,308

 Real estate related loans, held for sale, net   9,722           19,495

 Residential mortgage loans, held for sale,      3,516           3,524
 net

 Investments in equity method investees          41              193

 Operating real estate, held for sale            9,966           9,966

 Cash and cash equivalents                       11,838          68,300

 Restricted cash                                 54              5,127

 Receivables from brokers, dealers and           16,116          -
 clearing organizations

 Receivables and other assets                    1,640           2,838

                                                 54,490          155,751

                                               $ 3,471,243     $ 3,514,628

Liabilities and Stockholders' Equity (Deficit)

Liabilities

Non-Recourse VIE Financing Structures

 CDO bonds payable                             $ 3,623,503     $ 4,058,928

 Other bonds payable                             292,486         303,697

 Notes payable                                   4,681           -

 Financing of subprime mortgage loans subject    403,190         403,006
 to call option

 Derivative liabilities                          184,798         203,054

 Accrued expenses and other liabilities          2,444           2,992

                                                 4,511,102       4,971,677

Recourse Financing Structures and Other
Liabilities

 Repurchase agreements                           12,889          71,309

 Junior subordinated notes payable               51,257          103,264

 Derivative liabilities                          -               4,100

 Dividends payable                               78              -

 Due to affiliates                               1,482           1,497

 Payables to brokers, dealers and clearing       7,407           -
 organizations

 Accrued expenses and other liabilities          4,806           3,433

                                                 77,919          183,603

                                                 4,589,021       5,155,280

Stockholders' Equity (Deficit)

 Preferred stock, $0.01 par value, 100,000,000
 shares authorized,

 1,347,321 and 2,500,000 shares of 9.75%
 Series B Cumulative Redeemable Preferred
 Stock

 496,000 and 1,600,000 shares of 8.05% Series
 C Cumulative Redeemable Preferred Stock, and

 620,000 and 2,000,000 shares of 8.375% Series
 D Cumulative Redeemable Preferred Stock

 liquidation preference $25.00 per share,
 issued and outstanding as of March 31, 2010
 and

 December 31, 2009, respectively                 61,583          152,500

 Common stock, $0.01 par value, 500,000,000
 shares authorized, 62,004,181 and

 52,912,513 shares issued and outstanding at
 March 31, 2010 and

 December 31, 2009, respectively                 620             529

 Additional paid-in capital                      1,065,302       1,033,520

 Accumulated deficit                             (1,809,759 )    (2,193,383 )

 Accumulated other comprehensive income (loss)   (435,524   )    (633,818   )

                                                 (1,117,778 )    (1,640,652 )

                                               $ 3,471,243     $ 3,514,628




Newcastle Investment Corp.

Reconciliation of Net Interest Income Less Expenses (Net of Preferred
Dividends)

(dollars in thousands)

(Unaudited)

                                                 Three Months Ended

                                                 March 31, 2010  March 31, 2009

Income (Loss) Applicable to Common Stockholders  $ 180,200       $ (242,223 )

Add (Deduct):

Impairment                                         (68,032 )       307,470

Other (Income) Loss                                (56,543 )       (12,317  )

Excess of carrying amount of exchanged preferred   (43,043 )       -
stock over fair value of consideration paid

Loss from discontinued operations                  40              33

Net Interest Income less Expenses (Net of        $ 12,622        $ 52,963
Preferred Dividends)




    Source: Newcastle Investment Corp.