11.   EQUITY AND EARNINGS PER SHARE

On June 6, 2013, Newcastle’s stockholders approved an amendment to the Newcastle’s charter, to increase the total number of authorized shares of common stock, par value $0.01 per share, from 500 million shares to 1.0 billion shares and correspondingly, to increase the total number of authorized shares of Newcastle capital stock from 600 million shares to 1.1 billion shares, which includes 100 million shares of preferred stock, par value $0.01 per share.

In January 2013, Newcastle issued 57,500,000 shares of its common stock in a public offering at a price to the public of $9.35 per share for net proceeds of approximately $526.2 million. Certain principals of Fortress participated in this offering and purchased an aggregate of 213,900 shares at a price of $9.35 per share. For the purpose of compensating the Manager for its successful efforts in raising capital for Newcastle, in connection with this offering, Newcastle granted options to the Manager to purchase 5,750,000 shares of Newcastle’s common stock at a price of $9.35, which had a fair value of approximately $18.0 million as of the grant date. The assumptions used in valuing the options were: a 2.0% risk-free rate, an 8.8% dividend yield, 56.2% volatility and a 10 year term.

In February 2013, Newcastle issued 23,000,000 shares of its common stock in a public offering at a price to the underwriters of $10.34 per share for net proceeds of approximately $237.4 million. Certain principals of Fortress participated in this offering and purchased an aggregate of 191,000 shares at a price of $10.48 per share. For the purpose of compensating the Manager for its successful efforts in raising capital for Newcastle, in connection with this offering, Newcastle granted options to the Manager to purchase 2,300,000 shares of Newcastle’s common stock at a price of $10.48, which had a fair value of approximately $8.4 million as of the grant date. The assumptions used in valuing the options were: a 2.1% risk-free rate, a 7.8% dividend yield, 55.5% volatility and a 10 year term.

In June 2013, Newcastle issued 40,250,000 shares of its common stock in a public offering at a price to the underwriters of $4.92 per share for net proceeds of approximately $197.6 million. Certain principals of Fortress participated in this offering and purchased an aggregate of 750,000 shares at a price of $4.97 per share. For the purpose of compensating the Manager for its successful efforts in raising capital for Newcastle, in connection with this offering, Newcastle granted options to the Manager to purchase 4,025,000 shares of Newcastle’s common stock at a price of $4.97, which had a fair value of approximately $3.8 million as of the grant date. The assumptions used in valuing the options were: a 2.5% risk-free rate, an 8.8% dividend yield, 36.9% volatility and a 10 year term.

Prior to the spin-off, Newcastle had issued options to the Manager in connection with capital raising activities. In connection with the spin-off, 21.5 million options that were held by the Manager, or by the directors, officers or employees of the Manager, were converted into an adjusted Newcastle option and a new New Residential option. The exercise price of each adjusted Newcastle option and New Residential option was set to collectively maintain the intrinsic value of the Newcastle option immediately prior to the spin-off and to maintain the ratio of the exercise price of the adjusted Newcastle option and the New Residential option, respectively, to the fair market value of the underlying shares as of the spin-off date, in each case based on the five day average closing price subsequent to the spin-off date.

Newcastle’s outstanding options at September 30, 2013 consisted of the following:

As of September 30, 2013, Newcastle’s outstanding options were summarized as follows:

Pursuant to Newcastle’s Stock Incentive Plan and the additional terms established by resolution of the board of directors, each of Newcastle’s non-employee directors receives an annual award of Newcastle’s common stock effective on the first business day after Newcastle’s annual meeting of stockholders, which for 2013 are valued at $50,000 based on the per share closing price of Newcastle’s common stock on the New York Stock Exchange on the date of such grant. Accordingly, in June 2013 each such director received 9,025 shares of common stock.

As a result of his resignation, Newcastle’s former CFO exercised 307,833 options with a weighted average exercise price of $2.56 on September 3, 2013. Upon exercise, 162,896 shares of common stock of Newcastle were issued to the former CFO, reflecting the $0.9 million aggregate intrinsic value of the exercisable options net of the exercise price. In addition, 192,167 unvested options and 2,170 vested options were forfeited by the former CFO and transferred back to the Manager.

Newcastle is required to present both basic and diluted earnings per share (“EPS”). Basic EPS is calculated by dividing net income available for common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted EPS is calculated by dividing net income available for common stockholders by the weighted average number of shares of common stock outstanding plus the additional dilutive effect of common stock equivalents during each period. Newcastle’s common stock equivalents are its outstanding stock options. As of September 30, 2013, Newcastle had 2,388,729 antidilutive options. During the nine months ended September 30, 2013 and 2012, based on the treasury stock method, Newcastle had 6,264,696 and 1,249,474 dilutive common stock equivalents, respectively, resulting from its outstanding options. During the three months ended September 30, 2013 and 2012, based on the treasury stock method, Newcastle had 7,654,026 and 2,191,363 dilutive common stock equivalents, respectively, resulting from its outstanding options. Net income available for common stockholders is equal to net income less preferred dividends.