Exhibit 99.1

NEW newcastle logo v1.jpg

 

Contact:

Investor Relations

212-479-3195

 

 

Newcastle Announces THIRD QUARTER 2015 Results  

 

3Q 2015 CORE EARNINGS PER SHARE OF $0.16

 

 

NEW YORK—(BUSINESS WIRE)—November 4, 2015—Newcastle Investment Corp. (NYSE: NCT; “Newcastle”, the “Company”) today reported the following information for the quarter ended September 30, 2015.

 

THIRD QUARTER FINANCIAL HIGHLIGHTS

 

§Core Earnings of $10 million, or $0.16 per WA basic share

 

§Adjusted Funds from Operations (“AFFO”) of $16 million, or $0.25 per WA basic share

 

§GAAP Income of $6 million, or $0.10 per WA basic share

 

−   Depreciation and amortization of $10 million, or $0.15 per WA basic share*

 

THIRD QUARTER & SUBSEQUENT HIGHLIGHTS

 

§Real Estate Debt Portfolio As of September 30, 2015, the Real Estate Debt Portfolio consisted of $361 million of non-agency assets and $355 million of agency securities. During the quarter, the Company:

 

oGenerated $13 million of net investment income, or an 18% annualized return

 

oReceived $7 million of proceeds from real estate debt portfolio sales and pay downs

 

§Golf Business Owned, leased, and managed 87 golf properties across 13 states, of which 77% were located in the top 20 Metropolitan Statistical Areas (MSAs).

 

oAmerican Golf Capitalization - On August 31, 2015, the Company completed the repurchase of $157 million of third party golf debt at a price of 90.0% of par, or $141 million. The $141 million purchase price was funded with $71 million of cash and $70 million of financing. The repurchase generated a $14 million net gain on extinguishment of debt.

 

oAmerican Golf Performance - On a same store basis, the golf business ended the third quarter with 14,908 of total private club members, an increase of 280 members, or 2% over prior year. Public golf rounds played were 2.6 million, an increase of approximately 110,000, or 4% over prior year.

 

oGolf Innovation - Newcastle and Taylor Made Golf Company, Inc. (“TaylorMade”) confirmed their intention to create an innovative global golf entertainment company, Drive Shack Holdings LLC (“Drive Shack”). The two companies have entered into a memorandum of understanding under which Newcastle and TaylorMade will work together to develop and market Drive Shack locations. Drive Shack intends to provide an active entertainment outlet that consists of technologically enhanced golf ranges with hitting suites as well as bars and restaurant areas.

 

§Cash Dividends – In September, Newcastle declared a third quarter common cash dividend of $0.12 per share, or $8 million

 

 

3Q 2015 

2Q 2015

Summary Operating Results:    
  GAAP Income $6 million* $17 million*
  GAAP Income per WA Basic Share $0.10 $0.26
     
Non-GAAP Results:    
  Core Earnings** $10 million $12 million
  Core Earnings per WA Basic Share** $0.16 $0.17
     
  Adjusted Funds From Operations (AFFO)** $16 million $27 million
  AFFO per WA Basic Share** $0.25 $0.40

 

 

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WA: Weighted Average

 

*3Q 2015 GAAP Income includes $7 million of total depreciation and amortization charges, $1 million of amortization of favorable or unfavorable leasehold intangibles and $2 million of accretion on golf membership deposit liability, among other items. 2Q 2015 GAAP Income includes $7 million of total depreciation and amortization charges, $1 million of amortization of favorable or unfavorable leasehold intangibles and $2 million of accretion on golf membership deposit liability. The accretion of membership deposit liability was recorded to interest expense and the amortization of favorable and unfavorable leasehold intangibles was recorded to operating expenses – golf, among other items.

 

**For a reconciliation of GAAP Income to Core Earnings and AFFO, please refer to the Reconciliation of Core Earnings and AFFO below.

 

ADDITIONAL INFORMATION

 

For additional information that management believes to be useful for investors, please refer to the presentation posted on the Investor Relations section of Newcastle’s website, www.newcastleinv.com. For consolidated investment portfolio information, please refer to the Company’s Quarterly Report on Form 10-Q and Annual Report on Form 10-K, which are available on the Company’s website, www.newcastleinv.com.

 

EARNINGS CONFERENCE CALL

 

Newcastle’s management will host a conference call on Wednesday, November 4, 2015 at 10:00 A.M. Eastern Time. A copy of the earnings release will be posted to the Investor Relations section of Newcastle’s website, www.newcastleinv.com.

 

All interested parties are welcome to participate on the live call. The conference call may be accessed by dialing 1-866-393-1506 (from within the U.S.) or 1-706-634-0623 (from outside of the U.S.) ten minutes prior to the scheduled start of the call; please reference “Newcastle Third Quarter 2015 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 website and download any necessary software required to listen to the internet broadcast.

 

A telephonic replay of the conference call will also be available two hours following the call’s completion through 11:59 P.M. Eastern Time on Wednesday, November 18, 2015 by dialing 1-855-859-2056 (from within the U.S.) or 1-404-537-3406 (from outside of the U.S.); please reference access code “68249320.”

 

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Investment Portfolio

The following table summarizes Newcastle’s consolidated investment portfolio at September 30, 2015 (dollars in millions):

 

  Outstanding Face Amount   Amortized Cost Basis (1)   Percentage of Total Amortized Cost Basis   Carrying Value   Number of Investments   Credit (2)   Weighted Average Life (years) (3)
Debt Investment                          
Commercial Assets                          
CMBS $ 70     $ 25     2.9 %   $ 43     16     B   1.6  
Mezzanine Loans 37     19     2.2 %   19     3     81%   0.4  
CDO Securities (4) 15         %   9     2     C   8.1  
Other Investments (5) 20     20     2.3 %   20     1        
Total Commercial Assets 142     64     7.4 %   91             2.0  
                           
Residential Assets                          
Residential Loans 1     1     0.1 %   1     4     690   1.7  
Non-Agency RMBS 17     3     0.3 %   10     9     CC   11.0  
Real Estate ABS 8         %       1     C    
  26     4     0.4 %   11             7.3  
FNMA/FHLMC 355     370     42.6 %   370     2     AAA   8.0  
Total Residential Assets 381     374     43.0 %   381             7.9  
                           
Corporate Assets                          
Corporate Bank Loans 193     123     14.2 %   123     4     NR   1.1  
Total Corporate Assets 193     123     14.2 %   123             1.1  
                             
Total Debt Investments 716     561     64.6 %   595             5.1  
Other Investments                          
Golf Investment (6) 367     308     35.4 %   308              
                           
Total Portfolio/Weighted Average $ 1,083     $ 869     100.0 %   $ 903              

 

WA- Weighted average

 

(1)Net of impairment.

(2)Credit represents the weighted average of minimum rating for rated assets, the loan-to-value ratio (based on the appraised value at the time of purchase or refinancing) for non-rated commercial assets, or the FICO score for non-rated residential assets. Ratings provided above were determined by third party rating agencies, represent the most recent credit ratings available as of the reporting date and may not be current.

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

(4)Represents non-consolidated CDO securities, excluding 8 securities with zero value, which had an aggregate face amount of $115.5 million.

(5)Represents an equity investment in a real estate owned property.

(6)Face amount of the golf investment represents the gross carrying amount, including intangibles and excludes accumulated depreciation and amortization.

 

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Unaudited Consolidated Statements of Income

($ in thousands, except per share data)

 

   Three Months Ended 
 September 30,
  Nine Months Ended 
 September 30,
   2015  2014  2015  2014
Interest income  $23,010   $27,544   $74,353   $103,889 
Interest expense   (14,715)   (18,411)   (48,392)   (60,909)
Net interest income   8,295    9,133    25,961    42,980 
Impairment/(Reversal)                    
Valuation allowance (reversal) on loans   3,010    (4,015)   7,684    (1,243)
Other-than-temporary impairment on securities and other investments   427    —      9,899    —   
Portion of other-than-temporary impairment on securities recognized in other comprehensive income (loss), net of the reversal of other comprehensive loss into net income   23    —      (39)   —   
Total impairment (reversal)   3,460    (4,015)   17,544    (1,243)
Net interest income after impairment/reversal   4,835    13,148    8,417    44,223 
Operating Revenues                    
Golf course operations   49,418    50,414    137,150    140,699 
Sales of food and beverages - golf   20,035    18,871    53,991    52,333 
Other golf revenue   13,411    12,209    35,352    33,831 
Total operating revenues   82,864    81,494    226,493    226,863 
Other Income (Loss)                    
Gain (loss) on settlement of investments, net   (3,168)   7,763    24,623    50,532 
Gain (loss) on extinguishment of debt, net   14,878    —      15,367    (3,410)
Other income, net   277    4,855    1,871    23,011 
Total other income   11,987    12,618    41,861    70,133 
Expenses                    
Loan and security servicing expense   41    159    255    1,424 
Operating expenses - golf   67,984    68,747    188,359    194,875 
Cost of sales - golf   8,842    8,420    24,003    23,183 
General and administrative expense   3,876    3,132    9,076    11,464 
Management fee to affiliate   2,675    5,664    8,017    16,853 
Depreciation and amortization   7,111    7,204    20,983    19,384 
Total expenses   90,529    93,326    250,693    267,183 
Income from continuing operations before income tax   9,157    13,934    26,078    74,036 
Income tax expense   1,257    —      1,330    144 
Income from continuing operations   7,900    13,934    24,748    73,892 
Income (loss) from discontinued operations, net of tax   7    (8,624)   646    (32,427)
Net Income   7,907    5,310    25,394    41,465 
Preferred dividends   (1,395)   (1,395)   (4,185)   (4,185)
Net (income) loss attributable to noncontrolling interests   (13)   21    217    711 
Income Applicable to Common Stockholders  $6,499   $3,936   $21,426   $37,991 
                     
                     
Income Applicable to Common Stock, per share                    
Basic  $0.10   $0.06   $0.32   $0.63 
Diluted  $0.09   $0.06   $0.31   $0.62 
Income from continuing operations per share of common stock, after preferred dividends and noncontrolling interests                    
Basic  $0.10   $0.20   $0.31   $1.18 
Diluted  $0.09   $0.20   $0.30   $1.14 
Income (Loss) from discontinued operations per share of common stock                    
Basic  $—     $(0.14)  $0.01   $(0.54)
Diluted  $—     $(0.14)  $0.01   $(0.54)
Weighted Average Number of Shares of Common Stock Outstanding                    
Basic   66,484,962    62,329,023    66,445,705    59,848,506 
Diluted   69,069,659    63,865,796    69,053,302    61,630,175 
Dividends Declared per Share of Common Stock  $0.12   $0.60   $0.36   $1.80 

 

(1)All per share amounts and shares outstanding for all periods reflect the 1-for-3 reverse stock split, which was effective after the close of trading on August 18, 2014 and the 1-for-2 reverse stock split, which was effective after the close of trading on October 22, 2014.

 

 

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Consolidated Balance Sheets

($ in thousands, except per share data)

 

   September 30, 2015   
   (Unaudited)  December 31, 2014
Assets          
Real estate securities, available-for-sale  $61,508   $231,754 
Real estate securities, pledged as collateral   370,342    407,689 
Real estate related and other loans, held-for-sale, net   142,802    230,200 
Residential mortgage loans, held-for-sale, net   569    3,854 
Subprime mortgage loans subject to call option   392,342    406,217 
Investments in other real estate, net of accumulated depreciation   230,735    239,283 
Intangibles, net of accumulated amortization   77,198    84,686 
Other investments   20,258    26,788 
Cash and cash equivalents   31,493    73,727 
Restricted cash   5,759    15,714 
Receivables from brokers, dealers and clearing organizations   363,981    —   
Receivables and other assets   41,550    35,191 
Assets of discontinued operations   53    6,803 
Total Assets  $1,738,590   $1,761,906 
           
           
Liabilities and Equity          
Liabilities          
CDO bonds payable  $92,812   $227,673 
Other bonds and notes payable   7,494    27,069 
Repurchase agreements   415,442    441,176 
Credit facilities and obligations under capital leases   12,003    161,474 
Financing of subprime mortgage loans subject to call option   392,342    406,217 
Junior subordinated notes payable   51,226    51,231 
Dividends payable   8,908    8,901 
Payables to brokers, dealers and clearing organizations   370,473    —   
Accounts payable, accrued expenses and other liabilities   164,078    179,390 
Liabilities of discontinued operations   —      447 
Total Liabilities  $1,514,778   $1,503,578 
           
Commitments and contingencies
          
           
Equity          
Preferred stock, $0.01 par value, 100,000,000 shares authorized, 1,347,321 shares of 9.75% Series B Cumulative Redeemable Preferred Stock, 496,000 shares of 8.05% Series C Cumulative Redeemable Preferred Stock, and 620,000 shares of 8.375% Series D Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, issued and outstanding as of September 30, 2015 and December 31, 2014  $61,583   $61,583 
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 66,486,652 and 66,424,508 shares issued and outstanding, at September 30, 2015 and December 31, 2014, respectively   665    664 
Additional paid-in capital   3,172,297    3,172,060 
Accumulated deficit   (3,044,381)   (3,041,880)
Accumulated other comprehensive income   33,829    65,865 
Total Newcastle Stockholders' Equity   223,993    258,292 
Noncontrolling interests   (181)   36 
Total Equity  $223,812   $258,328 
           
Total Liabilities and Equity
  $1,738,590   $1,761,906 

 

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Reconciliation of Core Earnings

($ in thousands)

 

  Three Months Ended
 September 30,
  Nine Months Ended
 September 30,
  2015   2014   2015   2014
Income available for common stockholders $ 6,499     3,936     21,426     37,991  
Add (Deduct):              
Impairment (reversal) 3,460     (4,015 )   17,544     (1,243 )
Other (income)(A) (10,458 )   (11,235 )   (39,689 )   (66,594 )
Impairment (reversal), other (income) loss and other adjustments from discontinued operations(B)     31,224     (306 )   92,049  
Depreciation and amortization(C) 9,791     9,614     29,100     27,464  
Acquisition, restructuring and spin-off related expenses 1,131     (126 )   1,502     2,152  
Core earnings $ 10,423     $ 29,398     29,577     $ 91,819  

 

(A)Net of $1.2 million of provision for income taxes relating to the gain on extinguishment of debt during the three and nine months ended September 30, 2015. Net of $1.1 million of deal expenses relating to the sale of the residential loan portfolio during the three and nine months ended September 30, 2014. Net of $1.9 million of deal expenses relating to the sale of the manufactured housing portfolio during the nine months ended September 30, 2014 which were recorded to general and administrative expense under GAAP during 2014.

 

(B)Includes gain on settlement of investments of zero and $0.3 million and depreciation and amortization of zero and less than $0.1 million for the three and nine months ended September 30, 2015, respectively. Includes depreciation and amortization of $28.7 million and $79.4 million (gross of $0.7 million related to non-controlling interests), acquisition and spin-off related expenses of $4.0 million and $14.7 million, and other income of $1.5 million and $1.5 million for the three and nine months ended September 30, 2014, respectively.

 

(C)Including accretion of membership deposit liability of $1.5 million and $4.4 million and amortization of favorable and unfavorable leasehold intangibles of $1.2 million and $3.7 million in the three and nine months ended September 30, 2015, respectively. Including accretion of membership deposit liability of $1.2 million and $4.3 million and amortization of favorable and unfavorable leasehold intangibles of $1.3 million and $3.8 million in the three and nine months ended September 30, 2014, respectively. The accretion of membership deposit liability was recorded to interest expense and the amortization of favorable and unfavorable leasehold intangibles was recorded to operating expenses - golf.

 

Core Earnings

 

Newcastle has the following primary variables that impact its operating performance: (i) the current yield earned on its investments that are not included in non-recourse financing structures (i.e., unlevered investments, including investments in equity method investees and investments subject to recourse debt), (ii) the net yield it earns from its non-recourse financing structures, (iii) the interest expense and dividends incurred under its recourse debt and preferred stock, (iv) the net operating income on its real estate, media and golf investments, (v) its operating expenses and (vi) its realized and unrealized gains or losses, net of related provision for income taxes, including any impairment, on its investments, derivatives and debt obligations. Core earnings is a non-GAAP measure of the operating performance of Newcastle excluding the sixth variable listed above. It also excludes depreciation and amortization charges, including the accretion of the membership deposit liability and the impact of the application of acquisition accounting, acquisition and spin-off related expenses and restructuring expenses. Core earnings is used by management to gauge the current performance of Newcastle without taking into account gains and losses, net of related provision for income taxes, which, although they represent a part of our recurring operations, are subject to significant variability and are only a potential indicator of future economic performance. It is the judgment of management that depreciation and amortization charges are not indicative of operating performance and that acquisition and spin-off related expenses are not part of our core operations. Management believes that the exclusion from core earnings of the items specified above allows investors and analysts to readily identify the operating performance of the assets that form the core of our activity, assists in comparing the core operating results between periods, and enables investors to evaluate Newcastle’s current performance using the same measure that management uses to operate the business, which is among the factors considered when determining the amount of distributions to our shareholders.

 

Core earnings does not represent cash generated from operating activities in accordance with GAAP and therefore should not be considered an alternative to net income as an indicator of our operating performance or as an alternative to cash flow as a measure of our liquidity, and is not necessarily indicative of cash available to fund cash needs. For a further description of the differences between cash flows provided by operations and net income, see “ – Liquidity and Capital Resources” in the Company’s Quarterly Report on Form 10-Q and Annual Report on Form 10-K, which are available on the Company’s website, www.newcastleinv.com. Our calculation of core earnings may be different from the calculation used by other companies and, therefore, comparability may be limited.

 

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Reconciliation of Adjusted Funds from Operations (“AFFO”)

($ in thousands)

 

 

Three Months Ended

September 30, 2015

 

Three Months Ended 

June 30, 2015

Income available for common stockholders $ 6,499   $ 17,019
  Add:          
     Depreciation and amortization(A) 9,790   9,837
Adjusted Funds from Operations (“AFFO”) $ 16,289   $ 26,856

 

(A)Depreciation and amortization charges for the three months ended September 30, 2015 includes $7.1 million of depreciation and amortization, $1.2 million of amortization of favorable or unfavorable leasehold intangibles and $1.5 million of accretion on the golf membership deposit liability. Depreciation and amortization charges for the three months ended June 30, 2015 includes $7.1 million of depreciation and amortization, $1.2 million of amortization of favorable or unfavorable leasehold intangibles and $1.5 million of accretion on the golf membership deposit liability. The accretion of membership deposit liability was recorded to interest expense and the amortization of favorable and unfavorable leasehold intangibles was recorded to operating expenses - golf.

 

ADJUSTED FUNDS FROM OPERATIONS

 

The Company defines Adjusted Funds from Operations (“AFFO”) as net income available for common stockholders plus depreciation and amortization including the accretion of the membership liability and the amortization of favorable or unfavorable leasehold intangibles. The Company believes AFFO provides useful information to investors regarding the performance of the Company, because it provides a measure of operating performance without regard to depreciation and amortization, which reduce the value of real estate assets over time even though actual real estate values may fluctuate with market conditions. AFFO does not represent cash generated from operating activities in accordance with GAAP and therefore should not be considered an alternative to net income (loss) as an indicator of our operating performance or as an alternative to cash flow as a measure of our liquidity, and it is not necessarily indicative of cash available to fund cash needs. Our calculation of AFFO may be different from the calculation used by other companies and, therefore, comparability may be limited. The Company’s definition of AFFO differs from the definition of FFO established by the National Association of Real Estate Investment Trusts (“NAREIT”), which defines FFO as net income (or loss) (computed in accordance with GAAP) excluding losses or gains from sales of depreciable property, impairment of depreciable real estate, real estate-related depreciation and amortization and the portion of such items related to unconsolidated affiliates.

 

ABOUT NEWCASTLE

 

Newcastle focuses on investing in, and actively managing, real estate related assets. Newcastle conducts its operations to qualify as a REIT for federal income tax purposes. Newcastle is managed by an affiliate of Fortress Investment Group LLC, a global investment management firm.

 

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 statements regarding the Company’s ability to create, develop and market Drive Shack, and Drive Shack’s ability to provide an active entertainment outlet that consists of technologically enhanced golf ranges with hitting suites, bars and restaurant areas. 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 Newcastle’s control. The Company can give no assurance that its expectations will be attained. 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 cause actual results to differ from such forward-looking statements, see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q.  Furthermore, 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. The Company 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.

 

 

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