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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Drive Shack Inc | NYSE:DS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.1676 | 0 | 01:00:00 |
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Newcastle Investment Corp.
|
Maryland
|
|
81-0559116
|
(State or other jurisdiction of incorporation
|
|
(I.R.S. Employer Identification No.)
|
or organization)
|
|
|
1345 Avenue of the Americas, New York, NY
|
|
10105
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(212) 798-6100
|
(Former name, former address and former fiscal year, if changed since last report)
|
•
|
changes in global, national and local economic conditions, including, but not limited to, a prolonged economic slowdown and a downturn in the real estate market;
|
•
|
reductions in cash flows received from our investments;
|
•
|
the availability and cost of capital for future investments, particularly in a rising interest rate environment, and our ability to deploy capital accretively;
|
•
|
our ability to profit from opportunistic investments, such as our investment in golf, and to mitigate the risks associated with managing operating businesses and asset classes with which we have limited experience;
|
•
|
the relationship between yields on assets which are paid off and yields on assets in which such monies can be reinvested;
|
•
|
changes in our asset portfolio and investment strategy, and potential changes in our ability to make distributions to our stockholders;
|
•
|
adverse changes in the financing markets we access affecting our ability to finance our investments;
|
•
|
changing risk assessments by lenders that potentially lead to increased margin calls, not extending our repurchase agreements or other financings in accordance with their current terms or entering into new financings with us;
|
•
|
changes in interest rates and/or credit spreads, as well as the success of any hedging strategy we may undertake in relation to such changes;
|
•
|
the risks that default and recovery rates on our real estate securities and loan portfolios deteriorate compared to our underwriting estimates;
|
•
|
impairments in the value of the collateral underlying our investments and the relation of any such impairments to our judgments as to whether changes in the market value of our securities, loans or real estate are temporary or not and whether circumstances bearing on the value of such assets warrant changes in carrying values;
|
•
|
geographical concentrations with respect to our investments, including the mortgage loans underlying and collateral securing certain of our debt investments;
|
•
|
legislative/regulatory changes, including but not limited to, any modification of the terms of loans;
|
•
|
competition within the industries in which we have and/or may pursue additional investments;
|
•
|
the impact of any current or further legal proceedings and regulatory investigations and inquiries;
|
•
|
the impact of any material transactions with FIG LLC (the “Manager”) or one of its affiliates, including the impact of any actual, potential or predicted conflicts of interest;
|
•
|
our ability and willingness to maintain our qualification as a REIT; and
|
•
|
other risks detailed from time to time below, particularly under the heading “Risk Factors,” and in our other reports filed with or furnished to the Securities and Exchange Commission (the “SEC”).
|
•
|
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
|
•
|
have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
|
•
|
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
|
•
|
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
|
|
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PAGE
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PART I. FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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June 30, 2016
|
|
December 31, 2015
|
||||
|
(Unaudited)
|
|
|||||
Assets
|
|
|
|
|
|
||
Real estate securities, available-for-sale
|
$
|
12,988
|
|
|
$
|
59,034
|
|
Real estate securities, available-for-sale - pledged as collateral
|
452,815
|
|
|
105,963
|
|
||
Real estate related and other loans, held-for-sale, net
|
143,526
|
|
|
149,198
|
|
||
Residential mortgage loans, held-for-sale, net
|
442
|
|
|
532
|
|
||
Subprime mortgage loans subject to call option
|
362,931
|
|
|
380,806
|
|
||
Investments in real estate, net of accumulated depreciation
|
228,195
|
|
|
227,907
|
|
||
Intangibles, net of accumulated amortization
|
69,908
|
|
|
74,472
|
|
||
Other investments
|
21,339
|
|
|
20,595
|
|
||
Cash and cash equivalents
|
52,261
|
|
|
45,651
|
|
||
Restricted cash
|
5,864
|
|
|
4,469
|
|
||
Receivables from brokers, dealers and clearing organizations
|
373,097
|
|
|
361,341
|
|
||
Receivables and other assets
|
44,288
|
|
|
38,014
|
|
||
Total Assets
|
$
|
1,767,654
|
|
|
$
|
1,467,982
|
|
|
|
|
|
||||
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
|
|
||
Liabilities
|
|
|
|
|
|
||
CDO bonds payable
|
$
|
—
|
|
|
$
|
92,933
|
|
Other bonds and notes payable
|
—
|
|
|
16,162
|
|
||
Repurchase agreements
|
361,085
|
|
|
418,458
|
|
||
Credit facilities and obligations under capital leases
|
112,843
|
|
|
11,258
|
|
||
Financing of subprime mortgage loans subject to call option
|
362,931
|
|
|
380,806
|
|
||
Junior subordinated notes payable
|
51,221
|
|
|
51,225
|
|
||
Dividends payable
|
—
|
|
|
8,929
|
|
||
Membership deposit liabilities
|
86,027
|
|
|
83,210
|
|
||
Payables to brokers, dealers and clearing organizations
|
453,116
|
|
|
105,940
|
|
||
Accounts payable, accrued expenses and other liabilities
|
84,792
|
|
|
88,939
|
|
||
Total Liabilities
|
$
|
1,512,015
|
|
|
$
|
1,257,860
|
|
|
|
|
|
||||
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 June 30, 2016 and December 31, 2015
|
$
|
61,583
|
|
|
$
|
61,583
|
|
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 66,712,338 and 66,654,598 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively
|
667
|
|
|
667
|
|
||
Additional paid-in capital
|
3,172,619
|
|
|
3,172,370
|
|
||
Accumulated deficit
|
(2,990,932
|
)
|
|
(3,057,538
|
)
|
||
Accumulated other comprehensive income
|
11,971
|
|
|
33,297
|
|
||
Total Newcastle Stockholders’ Equity
|
255,908
|
|
|
210,379
|
|
||
Noncontrolling interests
|
(269
|
)
|
|
(257
|
)
|
||
Total Equity
|
$
|
255,639
|
|
|
$
|
210,122
|
|
|
|
|
|
||||
Total Liabilities and Equity
|
$
|
1,767,654
|
|
|
$
|
1,467,982
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Interest income
|
$
|
20,421
|
|
|
$
|
24,265
|
|
|
$
|
41,460
|
|
|
$
|
51,343
|
|
Interest expense
|
(12,417
|
)
|
|
(16,950
|
)
|
|
(25,951
|
)
|
|
(33,677
|
)
|
||||
Net interest income
|
8,004
|
|
|
7,315
|
|
|
15,509
|
|
|
17,666
|
|
||||
Impairment (Reversal)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Valuation allowance on loans
|
645
|
|
|
4,317
|
|
|
2,843
|
|
|
4,674
|
|
||||
Other-than-temporary impairment on securities and other investments
|
—
|
|
|
9,128
|
|
|
56
|
|
|
9,472
|
|
||||
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 (loss)
|
—
|
|
|
234
|
|
|
54
|
|
|
(62
|
)
|
||||
Total impairment
|
645
|
|
|
13,679
|
|
|
2,953
|
|
|
14,084
|
|
||||
Net interest income (loss) after impairment
|
7,359
|
|
|
(6,364
|
)
|
|
12,556
|
|
|
3,582
|
|
||||
Operating Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||
Golf course operations
|
48,057
|
|
|
48,778
|
|
|
86,776
|
|
|
87,732
|
|
||||
Sales of food and beverages - golf
|
21,612
|
|
|
20,944
|
|
|
35,173
|
|
|
33,956
|
|
||||
Other golf revenue
|
14,815
|
|
|
13,081
|
|
|
24,693
|
|
|
21,941
|
|
||||
Total operating revenues
|
84,484
|
|
|
82,803
|
|
|
146,642
|
|
|
143,629
|
|
||||
Other Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gain (loss) on settlement of investments, net
|
154
|
|
|
26,776
|
|
|
(1,512
|
)
|
|
27,791
|
|
||||
Gain on deconsolidation
|
—
|
|
|
—
|
|
|
82,130
|
|
|
—
|
|
||||
Other income (loss), net
|
(1,102
|
)
|
|
2,597
|
|
|
(1,123
|
)
|
|
2,083
|
|
||||
Total other income (loss)
|
(948
|
)
|
|
29,373
|
|
|
79,495
|
|
|
29,874
|
|
||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loan and security servicing expense
|
1
|
|
|
118
|
|
|
38
|
|
|
214
|
|
||||
Operating expenses - golf
|
65,499
|
|
|
65,438
|
|
|
122,104
|
|
|
120,375
|
|
||||
Cost of sales - golf
|
9,217
|
|
|
9,108
|
|
|
15,428
|
|
|
15,161
|
|
||||
General and administrative expense
|
3,722
|
|
|
3,487
|
|
|
6,622
|
|
|
5,200
|
|
||||
Management fee to affiliate
|
2,676
|
|
|
2,674
|
|
|
5,351
|
|
|
5,342
|
|
||||
Depreciation and amortization
|
6,484
|
|
|
7,119
|
|
|
12,515
|
|
|
13,872
|
|
||||
Total expenses
|
87,599
|
|
|
87,944
|
|
|
162,058
|
|
|
160,164
|
|
||||
Income from continuing operations before income tax
|
3,296
|
|
|
17,868
|
|
|
76,635
|
|
|
16,921
|
|
||||
Income tax expense
|
138
|
|
|
27
|
|
|
182
|
|
|
73
|
|
||||
Income from continuing operations
|
3,158
|
|
|
17,841
|
|
|
76,453
|
|
|
16,848
|
|
||||
Income from discontinued operations, net of tax
|
—
|
|
|
524
|
|
|
—
|
|
|
639
|
|
||||
Net Income
|
3,158
|
|
|
18,365
|
|
|
76,453
|
|
|
17,487
|
|
||||
Preferred dividends
|
(1,395
|
)
|
|
(1,395
|
)
|
|
(2,790
|
)
|
|
(2,790
|
)
|
||||
Net (income) loss attributable to noncontrolling interests
|
(112
|
)
|
|
49
|
|
|
12
|
|
|
230
|
|
||||
Income Applicable to Common Stockholders
|
$
|
1,651
|
|
|
$
|
17,019
|
|
|
$
|
73,675
|
|
|
$
|
14,927
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Income Applicable to Common Stock, per share
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
$
|
0.02
|
|
|
$
|
0.26
|
|
|
$
|
1.11
|
|
|
$
|
0.22
|
|
Diluted
|
$
|
0.02
|
|
|
$
|
0.25
|
|
|
$
|
1.07
|
|
|
$
|
0.22
|
|
Income from continuing operations per share of common stock, after preferred dividends and noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.02
|
|
|
$
|
0.25
|
|
|
$
|
1.11
|
|
|
$
|
0.22
|
|
Diluted
|
$
|
0.02
|
|
|
$
|
0.24
|
|
|
$
|
1.07
|
|
|
$
|
0.21
|
|
Income from discontinued operations per share of common stock
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
—
|
|
|
$
|
0.01
|
|
Diluted
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
—
|
|
|
$
|
0.01
|
|
Weighted Average Number of Shares of Common Stock Outstanding
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
66,681,248
|
|
|
66,426,980
|
|
|
66,667,923
|
|
|
66,425,751
|
|
||||
Diluted
|
68,899,515
|
|
|
69,204,717
|
|
|
68,592,206
|
|
|
69,055,495
|
|
||||
Dividends Declared per Share of Common Stock
|
$
|
—
|
|
|
$
|
0.12
|
|
|
$
|
0.12
|
|
|
$
|
0.24
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
$
|
3,158
|
|
|
$
|
18,365
|
|
|
$
|
76,453
|
|
|
$
|
17,487
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net unrealized gain (loss) on available-for-sale securities
|
2,501
|
|
|
(6,610
|
)
|
|
7,802
|
|
|
(2,572
|
)
|
||||
Reclassification of net realized gain on securities into earnings
|
(2,563
|
)
|
|
(22,694
|
)
|
|
(8,426
|
)
|
|
(28,876
|
)
|
||||
Reclassification of net realized gain on deconsolidation of CDO VI
|
—
|
|
|
—
|
|
|
(20,682
|
)
|
|
—
|
|
||||
Net unrealized loss on derivatives designated as cash flow hedges
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
(60
|
)
|
||||
Reclassification of net realized (gain) loss on derivatives designated as cash flow hedges into earnings
|
—
|
|
|
1,248
|
|
|
(20
|
)
|
|
1,937
|
|
||||
Other comprehensive loss
|
(62
|
)
|
|
(28,083
|
)
|
|
(21,326
|
)
|
|
(29,571
|
)
|
||||
Total comprehensive income (loss)
|
$
|
3,096
|
|
|
$
|
(9,718
|
)
|
|
$
|
55,127
|
|
|
$
|
(12,084
|
)
|
Comprehensive income (loss) attributable to Newcastle
stockholders’ equity |
$
|
2,984
|
|
|
$
|
(9,669
|
)
|
|
$
|
55,139
|
|
|
$
|
(11,854
|
)
|
Comprehensive income (loss) attributable to noncontrolling interests
|
$
|
112
|
|
|
$
|
(49
|
)
|
|
$
|
(12
|
)
|
|
$
|
(230
|
)
|
|
Newcastle Stockholders
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
Preferred Stock
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Additional Paid-
in Capital |
|
Accumulated
Deficit |
|
Accumulated Other Comp.
Income (Loss) |
|
Total Newcastle Stockholders
’
Equity |
|
Noncontrolling
Interests |
|
Total Equity
(Deficit) |
||||||||||||||||||
Equity (deficit) - December 31, 2015
|
2,463,321
|
|
|
$
|
61,583
|
|
|
66,654,598
|
|
|
$
|
667
|
|
|
$
|
3,172,370
|
|
|
$
|
(3,057,538
|
)
|
|
$
|
33,297
|
|
|
$
|
210,379
|
|
|
$
|
(257
|
)
|
|
$
|
210,122
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,859
|
)
|
|
—
|
|
|
(9,859
|
)
|
|
—
|
|
|
(9,859
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Issuance of common stock (directors)
|
—
|
|
|
—
|
|
|
57,740
|
|
|
—
|
|
|
249
|
|
|
—
|
|
|
—
|
|
|
249
|
|
|
—
|
|
|
249
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76,465
|
|
|
—
|
|
|
76,465
|
|
|
(12
|
)
|
|
76,453
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Deconsolidation of net unrealized gain on securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,682
|
)
|
|
(20,682
|
)
|
|
—
|
|
|
(20,682
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(644
|
)
|
|
(644
|
)
|
|
—
|
|
|
(644
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,139
|
|
|
(12
|
)
|
|
55,127
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Equity (deficit) - June 30, 2016
|
2,463,321
|
|
|
$
|
61,583
|
|
|
66,712,338
|
|
|
$
|
667
|
|
|
$
|
3,172,619
|
|
|
$
|
(2,990,932
|
)
|
|
$
|
11,971
|
|
|
$
|
255,908
|
|
|
$
|
(269
|
)
|
|
$
|
255,639
|
|
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash Flows From Operating Activities
|
|
|
|
||||
Net income
|
$
|
76,453
|
|
|
$
|
17,487
|
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities
(inclusive of amounts related to discontinued operations): |
|
|
|
|
|
||
Depreciation and amortization
|
12,515
|
|
|
13,883
|
|
||
Accretion of discount and other amortization
|
6,412
|
|
|
1,997
|
|
||
Net interest income on investments accrued to principal balance
|
(16,458
|
)
|
|
(11,485
|
)
|
||
Amortization of revenue on golf membership deposit liabilities
|
(401
|
)
|
|
(217
|
)
|
||
Amortization of prepaid golf membership dues
|
(13,181
|
)
|
|
(13,275
|
)
|
||
Non-cash directors’ compensation
|
249
|
|
|
238
|
|
||
Valuation allowance on loans
|
2,843
|
|
|
4,674
|
|
||
Other-than-temporary impairment on securities and other investments
|
110
|
|
|
9,410
|
|
||
Equity in earnings from equity method investments, net of distributions
|
(745
|
)
|
|
(642
|
)
|
||
Gain on deconsolidation
|
(82,130
|
)
|
|
—
|
|
||
(Gain) loss on settlement of investments, net
|
1,400
|
|
|
(27,877
|
)
|
||
Unrealized (gain) loss on non-hedge derivatives
|
1,957
|
|
|
(293
|
)
|
||
Loss (gain) on extinguishment of debt, net
|
380
|
|
|
(489
|
)
|
||
Change in:
|
|
|
|
|
|
||
Restricted cash
|
(2,214
|
)
|
|
(1,055
|
)
|
||
Receivables and other assets
|
(3,852
|
)
|
|
(1,765
|
)
|
||
Accounts payable, accrued expenses and other liabilities
|
5,183
|
|
|
(7,270
|
)
|
||
Net cash used in operating activities
|
(11,479
|
)
|
|
(16,679
|
)
|
||
Cash Flows From Investing Activities
|
|
|
|
|
|
||
Principal repayments from investments
|
12,268
|
|
|
112,084
|
|
||
Purchase of real estate securities
|
(745,196
|
)
|
|
(415,917
|
)
|
||
Proceeds from sale of investments
|
745,865
|
|
|
406,269
|
|
||
Payments for settlement of TBAs
|
(9,945
|
)
|
|
—
|
|
||
Acquisition and additions of investments in real estate
|
(6,540
|
)
|
|
(1,934
|
)
|
||
Change in restricted cash from investing activities
|
—
|
|
|
56,774
|
|
||
Funds reserved for capital expenditures
|
(230
|
)
|
|
—
|
|
||
Net cash (used in) provided by investing activities
|
(3,778
|
)
|
|
157,276
|
|
||
Cash Flows From Financing Activities
|
|
|
|
||||
Repurchases of debt obligations
|
—
|
|
|
(10,983
|
)
|
||
Borrowings under debt obligations
|
832,174
|
|
|
391,752
|
|
||
Repayments of debt obligations
|
(790,369
|
)
|
|
(462,180
|
)
|
||
Margin deposits under repurchase agreements and derivatives
|
(18,695
|
)
|
|
(60,046
|
)
|
||
Return of margin deposits under repurchase agreements and derivatives
|
19,753
|
|
|
60,531
|
|
||
Golf membership deposits received
|
1,948
|
|
|
2,440
|
|
||
Common stock dividends paid
|
(15,998
|
)
|
|
(15,942
|
)
|
||
Preferred stock dividends paid
|
(2,790
|
)
|
|
(2,790
|
)
|
||
Payment of deferred financing costs
|
(3,654
|
)
|
|
—
|
|
||
Payments for settlement of derivative instruments
|
—
|
|
|
(2,555
|
)
|
||
Other financing activities
|
(502
|
)
|
|
(348
|
)
|
||
Net cash provided by (used in) financing activities
|
21,867
|
|
|
(100,121
|
)
|
||
Net Increase in Cash and Cash Equivalents
|
6,610
|
|
|
40,476
|
|
||
Cash and Cash Equivalents of Continuing Operations, Beginning of Period
|
45,651
|
|
|
73,727
|
|
||
Cash and Cash Equivalents of Discontinued Operations, Beginning of Period
|
—
|
|
|
135
|
|
||
Cash and Cash Equivalents, End of Period
|
$
|
52,261
|
|
|
$
|
114,338
|
|
|
|
|
|
||||
Cash and Cash Equivalents of Continuing Operations, End of Period
|
$
|
52,261
|
|
|
$
|
114,338
|
|
Supplemental Schedule of Non-Cash Investing and Financing Activities
|
|
|
|
||||
Preferred stock dividends declared but not paid
|
$
|
—
|
|
|
$
|
930
|
|
Common stock dividends declared but not paid
|
$
|
—
|
|
|
$
|
7,977
|
|
Financing costs accrued but not paid
|
$
|
616
|
|
|
$
|
—
|
|
Additions to capital lease assets and liabilities
|
$
|
4,731
|
|
|
$
|
2,634
|
|
|
|
|
Buildings and improvements
|
10-30 years
|
Capital leases - equipment
|
4-7 years
|
Furniture, fixtures and equipment
|
3-7 years
|
|
|
June 30, 2016
|
|
|
||||
|
(Unaudited)
|
|
December 31, 2015
|
||||
Assets of consolidated VIEs that can only be used to settle obligations of consolidated VIEs
|
|
|
|
||||
Real estate securities, available-for-sale
|
$
|
—
|
|
|
$
|
46,392
|
|
Subprime mortgage loans subject to call option
|
362,931
|
|
|
380,806
|
|
||
Restricted cash
|
—
|
|
|
128
|
|
||
Receivables and other assets
|
—
|
|
|
77
|
|
||
Total assets of consolidated VIEs that can only be used to settle obligations of consolidated VIEs
|
$
|
362,931
|
|
|
$
|
427,403
|
|
|
|
June 30, 2016
|
|
|
||||
|
(Unaudited)
|
|
December 31, 2015
|
||||
Liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Newcastle
|
|
|
|
||||
CDO bonds payable
|
$
|
—
|
|
|
$
|
92,933
|
|
Other bonds and notes payable
|
—
|
|
|
4,672
|
|
||
Financing of subprime mortgage loans subject to call option
|
362,931
|
|
|
380,806
|
|
||
Accounts payable, accrued expenses and other liabilities
|
—
|
|
|
29
|
|
||
Total liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Newcastle
|
$
|
362,931
|
|
|
$
|
478,440
|
|
Entity
|
Gross Assets (A)
|
|
Debt (B)
|
|
Carrying Value of Newcastle
’
s Investment (C)
|
||||||
Newcastle CDO V
|
$
|
78,890
|
|
|
$
|
106,086
|
|
|
$
|
9,910
|
|
Newcastle CDO VI
|
$
|
53,089
|
|
|
$
|
180,213
|
|
|
$
|
—
|
|
(A)
|
Face amount.
|
(B)
|
Newcastle CDO V includes
$45.2 million
face amount of debt owned by Newcastle with a carrying value of
$9.9 million
at
June 30, 2016
. Newcastle CDO VI includes
$76.5 million
face amount of debt owned by Newcastle with
zero
carrying value at
June 30, 2016
.
|
(C)
|
Represents Newcastle’s maximum exposure to loss from this entity.
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Rental income
|
$
|
—
|
|
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
549
|
|
Gain on settlement of investments
|
—
|
|
|
318
|
|
|
—
|
|
|
318
|
|
||||
Total income
|
—
|
|
|
368
|
|
|
—
|
|
|
867
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Property operating expenses
|
—
|
|
|
(157
|
)
|
|
—
|
|
|
187
|
|
||||
General and administrative expenses
|
—
|
|
|
1
|
|
|
—
|
|
|
30
|
|
||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
||||
Total expenses
|
—
|
|
|
(156
|
)
|
|
—
|
|
|
228
|
|
||||
Income from discontinued operations
|
$
|
—
|
|
|
$
|
524
|
|
|
$
|
—
|
|
|
$
|
639
|
|
|
|
Debt Investments (A)
|
|
|
|
|
|
|
||||||||||||
|
CDOs
|
|
Other Debt (B)
|
|
Golf
|
|
Corporate
|
|
Total
|
||||||||||
Six Months Ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
$
|
1,097
|
|
|
$
|
40,278
|
|
|
$
|
77
|
|
|
$
|
8
|
|
|
$
|
41,460
|
|
Interest expense
|
(491
|
)
|
|
(18,586
|
)
|
|
(5,363
|
)
|
|
(1,511
|
)
|
|
(25,951
|
)
|
|||||
Net interest income (expense)
|
606
|
|
|
21,692
|
|
|
(5,286
|
)
|
|
(1,503
|
)
|
|
15,509
|
|
|||||
Total impairment
|
110
|
|
|
2,843
|
|
|
—
|
|
|
—
|
|
|
2,953
|
|
|||||
Total operating revenues
|
—
|
|
|
—
|
|
|
146,642
|
|
|
—
|
|
|
146,642
|
|
|||||
Total other income (loss), net
|
82,130
|
|
|
(2,343
|
)
|
|
(292
|
)
|
|
—
|
|
|
79,495
|
|
|||||
Loan and security servicing expense
|
30
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|||||
Operating expenses - golf (C)
|
—
|
|
|
—
|
|
|
117,818
|
|
|
—
|
|
|
117,818
|
|
|||||
Operating expenses - golf, repairs and maintenance expenses
|
—
|
|
|
—
|
|
|
4,286
|
|
|
—
|
|
|
4,286
|
|
|||||
Cost of sales - golf
|
—
|
|
|
—
|
|
|
15,428
|
|
|
—
|
|
|
15,428
|
|
|||||
General and administrative expense
|
—
|
|
|
—
|
|
|
1,546
|
|
|
3,666
|
|
|
5,212
|
|
|||||
General and administrative expense - acquisition and transaction expenses (D)
|
—
|
|
|
—
|
|
|
1,239
|
|
|
171
|
|
|
1,410
|
|
|||||
Management fee to affiliate
|
—
|
|
|
—
|
|
|
—
|
|
|
5,351
|
|
|
5,351
|
|
|||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
12,515
|
|
|
—
|
|
|
12,515
|
|
|||||
Income tax expense
|
—
|
|
|
—
|
|
|
182
|
|
|
—
|
|
|
182
|
|
|||||
Income (loss) from continuing operations
|
82,596
|
|
|
16,498
|
|
|
(11,950
|
)
|
|
(10,691
|
)
|
|
76,453
|
|
|||||
Net income (loss)
|
82,596
|
|
|
16,498
|
|
|
(11,950
|
)
|
|
(10,691
|
)
|
|
76,453
|
|
|||||
Preferred dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,790
|
)
|
|
(2,790
|
)
|
|||||
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|||||
Income (loss) applicable to common stockholders
|
$
|
82,596
|
|
|
$
|
16,498
|
|
|
$
|
(11,938
|
)
|
|
$
|
(13,481
|
)
|
|
$
|
73,675
|
|
|
|
Debt Investments (A)
|
|
|
|
|
|
|
||||||||||||
|
CDOs
|
|
Other Debt (B)
|
|
Golf
|
|
Corporate
|
|
Total
|
||||||||||
Three Months Ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
$
|
—
|
|
|
$
|
20,382
|
|
|
$
|
36
|
|
|
$
|
3
|
|
|
$
|
20,421
|
|
Interest expense
|
—
|
|
|
(9,153
|
)
|
|
(2,698
|
)
|
|
(566
|
)
|
|
(12,417
|
)
|
|||||
Net interest income (expense)
|
—
|
|
|
11,229
|
|
|
(2,662
|
)
|
|
(563
|
)
|
|
8,004
|
|
|||||
Total impairment
|
—
|
|
|
645
|
|
|
—
|
|
|
—
|
|
|
645
|
|
|||||
Total operating revenues
|
—
|
|
|
—
|
|
|
84,484
|
|
|
—
|
|
|
84,484
|
|
|||||
Total other income (loss), net
|
—
|
|
|
(940
|
)
|
|
(8
|
)
|
|
—
|
|
|
(948
|
)
|
|||||
Loan and security servicing expense
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Operating expenses - golf (C)
|
—
|
|
|
—
|
|
|
63,105
|
|
|
—
|
|
|
63,105
|
|
|||||
Operating expenses - golf, repairs and maintenance expenses
|
—
|
|
|
—
|
|
|
2,394
|
|
|
—
|
|
|
2,394
|
|
|||||
Cost of sales - golf
|
—
|
|
|
—
|
|
|
9,217
|
|
|
—
|
|
|
9,217
|
|
|||||
General and administrative expense
|
—
|
|
|
—
|
|
|
706
|
|
|
1,782
|
|
|
2,488
|
|
|||||
General and administrative expense - acquisition and transaction expenses (D)
|
—
|
|
|
—
|
|
|
1,100
|
|
|
134
|
|
|
1,234
|
|
|||||
Management fee to affiliate
|
—
|
|
|
—
|
|
|
—
|
|
|
2,676
|
|
|
2,676
|
|
|||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
6,484
|
|
|
—
|
|
|
6,484
|
|
|||||
Income tax expense
|
—
|
|
|
—
|
|
|
138
|
|
|
—
|
|
|
138
|
|
|||||
Income (loss) from continuing operations
|
—
|
|
|
9,643
|
|
|
(1,330
|
)
|
|
(5,155
|
)
|
|
3,158
|
|
|||||
Net income (loss)
|
—
|
|
|
9,643
|
|
|
(1,330
|
)
|
|
(5,155
|
)
|
|
3,158
|
|
|||||
Preferred dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,395
|
)
|
|
(1,395
|
)
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(112
|
)
|
|
—
|
|
|
(112
|
)
|
|||||
Income (loss) applicable to common stockholders
|
$
|
—
|
|
|
$
|
9,643
|
|
|
$
|
(1,442
|
)
|
|
$
|
(6,550
|
)
|
|
$
|
1,651
|
|
|
|
Debt Investments (A)
|
|
|
|
|
|
|
||||||||||||
|
CDOs
|
|
Other Debt (B)
|
|
Golf
|
|
Corporate
|
|
Total
|
||||||||||
June 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments
|
$
|
—
|
|
|
$
|
994,041
|
|
|
$
|
298,103
|
|
|
$
|
—
|
|
|
$
|
1,292,144
|
|
Cash and restricted cash
|
—
|
|
|
665
|
|
|
10,718
|
|
|
46,742
|
|
|
58,125
|
|
|||||
Other assets
|
—
|
|
|
379,119
|
|
|
38,184
|
|
|
82
|
|
|
417,385
|
|
|||||
Total assets
|
—
|
|
|
1,373,825
|
|
|
347,005
|
|
|
46,824
|
|
|
1,767,654
|
|
|||||
Debt, net
|
—
|
|
|
724,016
|
|
|
112,843
|
|
|
51,221
|
|
|
888,080
|
|
|||||
Other liabilities
|
—
|
|
|
456,694
|
|
|
164,100
|
|
|
3,141
|
|
|
623,935
|
|
|||||
Total liabilities
|
—
|
|
|
1,180,710
|
|
|
276,943
|
|
|
54,362
|
|
|
1,512,015
|
|
|||||
Preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
61,583
|
|
|
61,583
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
(269
|
)
|
|
—
|
|
|
(269
|
)
|
|||||
Equity (deficit) attributable to common stockholders
|
$
|
—
|
|
|
$
|
193,115
|
|
|
$
|
70,331
|
|
|
$
|
(69,121
|
)
|
|
$
|
194,325
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to investments in real estate during the six months ended June 30, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,822
|
|
|
$
|
—
|
|
|
$
|
10,822
|
|
|
|
Debt Investments (A)
|
|
|
|
|
|
Discontinued
|
|
|
|
|
||||||||||||||||
|
CDOs
|
|
Other Debt
|
|
Golf
|
|
Corporate
|
|
Operations
|
|
Eliminations
|
|
Total
|
||||||||||||||
Six Months Ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest income
|
$
|
29,607
|
|
|
$
|
24,660
|
|
|
$
|
72
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
(3,005
|
)
|
|
$
|
51,343
|
|
Interest expense
|
(5,313
|
)
|
|
(19,173
|
)
|
|
(10,305
|
)
|
|
(1,891
|
)
|
|
—
|
|
|
3,005
|
|
|
(33,677
|
)
|
|||||||
Inter-segment elimination
|
(3,005
|
)
|
|
—
|
|
|
3,005
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net interest income (expense)
|
21,289
|
|
|
5,487
|
|
|
(7,228
|
)
|
|
(1,882
|
)
|
|
—
|
|
|
—
|
|
|
17,666
|
|
|||||||
Total impairment
|
12,206
|
|
|
1,878
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,084
|
|
|||||||
Total operating revenues
|
—
|
|
|
—
|
|
|
143,629
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
143,629
|
|
|||||||
Total other income (loss), net
|
30,271
|
|
|
(177
|
)
|
|
(228
|
)
|
|
8
|
|
|
—
|
|
|
—
|
|
|
29,874
|
|
|||||||
Loan and security servicing expense
|
214
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
214
|
|
|||||||
Operating expenses - golf (C)
|
—
|
|
|
—
|
|
|
115,988
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
115,988
|
|
|||||||
Operating expenses - golf, repairs and maintenance expenses
|
—
|
|
|
—
|
|
|
4,387
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,387
|
|
|||||||
Cost of sales - golf
|
—
|
|
|
—
|
|
|
15,161
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,161
|
|
|||||||
General and administrative expense
|
—
|
|
|
—
|
|
|
1,041
|
|
|
3,821
|
|
|
—
|
|
|
—
|
|
|
4,862
|
|
|||||||
General and administrative expense - acquisition and transaction expenses (D)
|
—
|
|
|
—
|
|
|
321
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
338
|
|
|||||||
Management fee to affiliate
|
—
|
|
|
—
|
|
|
—
|
|
|
5,342
|
|
|
—
|
|
|
—
|
|
|
5,342
|
|
|||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
13,872
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,872
|
|
|||||||
Income tax expense
|
—
|
|
|
—
|
|
|
73
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73
|
|
|||||||
Income (loss) from continuing operations
|
39,140
|
|
|
3,432
|
|
|
(14,670
|
)
|
|
(11,054
|
)
|
|
—
|
|
|
—
|
|
|
16,848
|
|
|||||||
Income from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
639
|
|
|
—
|
|
|
639
|
|
|||||||
Net income (loss)
|
39,140
|
|
|
3,432
|
|
|
(14,670
|
)
|
|
(11,054
|
)
|
|
639
|
|
|
—
|
|
|
17,487
|
|
|||||||
Preferred dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,790
|
)
|
|
—
|
|
|
—
|
|
|
(2,790
|
)
|
|||||||
Net loss attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
230
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
230
|
|
|||||||
Income (loss) applicable to common stockholders
|
$
|
39,140
|
|
|
$
|
3,432
|
|
|
$
|
(14,440
|
)
|
|
$
|
(13,844
|
)
|
|
$
|
639
|
|
|
$
|
—
|
|
|
$
|
14,927
|
|
|
|
Debt Investments (A)
|
|
|
|
|
|
Discontinued
|
|
|
|
|
||||||||||||||||
|
CDOs
|
|
Other Debt
|
|
Golf
|
|
Corporate
|
|
Operations
|
|
Eliminations
|
|
Total
|
||||||||||||||
Three Months Ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest income
|
$
|
13,685
|
|
|
$
|
12,065
|
|
|
$
|
36
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
(1,526
|
)
|
|
$
|
24,265
|
|
Interest expense
|
(2,730
|
)
|
|
(9,594
|
)
|
|
(5,207
|
)
|
|
(945
|
)
|
|
—
|
|
|
1,526
|
|
|
(16,950
|
)
|
|||||||
Inter-segment elimination
|
(1,526
|
)
|
|
—
|
|
|
1,526
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net interest income (expense)
|
9,429
|
|
|
2,471
|
|
|
(3,645
|
)
|
|
(940
|
)
|
|
—
|
|
|
—
|
|
|
7,315
|
|
|||||||
Total impairment (reversal)
|
11,869
|
|
|
1,810
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,679
|
|
|||||||
Total operating revenues
|
—
|
|
|
—
|
|
|
82,803
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82,803
|
|
|||||||
Total other income (loss), net
|
29,740
|
|
|
(140
|
)
|
|
(235
|
)
|
|
8
|
|
|
—
|
|
|
—
|
|
|
29,373
|
|
|||||||
Loan and security servicing expense
|
118
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
118
|
|
|||||||
Operating expenses - golf (C)
|
—
|
|
|
—
|
|
|
63,017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63,017
|
|
|||||||
Operating expenses - golf, repairs and maintenance expenses
|
—
|
|
|
—
|
|
|
2,421
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,421
|
|
|||||||
Cost of sales - golf
|
—
|
|
|
—
|
|
|
9,108
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,108
|
|
|||||||
General and administrative expense
|
—
|
|
|
—
|
|
|
793
|
|
|
2,392
|
|
|
—
|
|
|
—
|
|
|
3,185
|
|
|||||||
General and administrative expense - acquisition and transaction expenses (D)
|
—
|
|
|
—
|
|
|
285
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
302
|
|
|||||||
Management fee to affiliate
|
—
|
|
|
—
|
|
|
—
|
|
|
2,674
|
|
|
—
|
|
|
—
|
|
|
2,674
|
|
|||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
7,119
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,119
|
|
|||||||
Income tax expense
|
—
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|||||||
Income (loss) from continuing operations
|
27,182
|
|
|
521
|
|
|
(3,847
|
)
|
|
(6,015
|
)
|
|
—
|
|
|
—
|
|
|
17,841
|
|
|||||||
Income from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
524
|
|
|
—
|
|
|
524
|
|
|||||||
Net income (loss)
|
27,182
|
|
|
521
|
|
|
(3,847
|
)
|
|
(6,015
|
)
|
|
524
|
|
|
—
|
|
|
18,365
|
|
|||||||
Preferred dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,395
|
)
|
|
—
|
|
|
—
|
|
|
(1,395
|
)
|
|||||||
Net loss attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|||||||
Income (loss) applicable to common stockholders
|
$
|
27,182
|
|
|
$
|
521
|
|
|
$
|
(3,798
|
)
|
|
$
|
(7,410
|
)
|
|
$
|
524
|
|
|
$
|
—
|
|
|
$
|
17,019
|
|
|
(A)
|
Assets held within non-recourse structures, including all of the assets in the CDO segment, are not available to satisfy obligations outside of such financings, except to the extent net cash flow distributions are received from such structures. Furthermore, creditors or beneficial interest holders of these structures generally have no recourse to the general credit of Newcastle. Therefore, the exposure to the economic losses from such structures generally is limited to invested equity in them and economically their book value cannot be less than zero. Therefore, impairment recorded in excess of Newcastle’s investment, which results in negative GAAP book value for a given non-recourse financing structure, cannot economically be incurred and will eventually be reversed through amortization, sales at gains, or as gains at the deconsolidation or termination of such non-recourse financing structure.
|
(B)
|
The following table summarizes the investments and debt in the Other Debt segment:
|
|
June 30, 2016
|
||||||||||||||
|
Investments
|
|
Debt
|
||||||||||||
Non-Recourse
|
Outstanding
Face Amount |
|
Carrying
Value |
|
Outstanding
Face Amount |
|
Carrying
Value |
||||||||
Subprime mortgage loans subject to call options
|
$
|
362,931
|
|
|
$
|
362,931
|
|
|
$
|
362,931
|
|
|
$
|
362,931
|
|
Other
|
|
|
|
|
|
|
|
||||||||
Unlevered real estate securities (E)
|
37,540
|
|
|
12,988
|
|
|
—
|
|
|
—
|
|
||||
Levered real estate securities (F)
|
428,881
|
|
|
452,815
|
|
|
361,085
|
|
|
361,085
|
|
||||
Real estate related and other loans
|
235,612
|
|
|
143,526
|
|
|
—
|
|
|
—
|
|
||||
Other investments
|
N/A
|
|
|
21,339
|
|
|
—
|
|
|
—
|
|
||||
Residential mortgage loans
|
777
|
|
|
442
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
1,065,741
|
|
|
$
|
994,041
|
|
|
$
|
724,016
|
|
|
$
|
724,016
|
|
(C)
|
Operating expenses - golf includes rental expenses recorded under operating leases for carts and equipment in the amount of
$1.0 million
and
$1.9 million
for the
three and six months ended June 30, 2016
, respectively, and
$1.2 million
and
$2.3 million
for the
three and six months ended June 30, 2015
, respectively.
|
(D)
|
Includes all transaction related expenses.
|
(E)
|
Excludes
12
securities with
zero
value, which had an aggregate face amount of
$183.5 million
.
|
(F)
|
These investments represent purchases that were traded on June 30, 2016 but settled on July 14, 2016. These represent repurchase agreements collateralized by sold investments that were traded on June 30, 2016 and settled on July 14, 2016.
|
|
|
|
|
|
Amortized Cost Basis
|
|
Gross Unrealized
|
|
|
|
|
|
Weighted Average
|
||||||||||||||||||||||||||||||||
Asset Type
|
|
Outstanding Face Amount
|
|
Before Impairment
|
|
Other-Than- Temporary Impairment
|
|
After Impairment
|
|
Gains
|
|
Losses
|
|
Carrying
Value (A) |
|
Number of Securities
|
|
Rating (B)
|
|
Coupon
|
|
Yield
|
|
Life
(Years) (C) |
|
Principal Subordination (D)
|
||||||||||||||||||
CMBS
|
|
$
|
10,308
|
|
|
$
|
10,308
|
|
|
$
|
(10,308
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2
|
|
|
C
|
|
2.44
|
%
|
|
—
|
%
|
|
0.0
|
|
—
|
%
|
Non-Agency RMBS
|
|
4,000
|
|
|
2,237
|
|
|
(1,521
|
)
|
|
716
|
|
|
2,362
|
|
|
—
|
|
|
3,078
|
|
|
1
|
|
|
C
|
|
0.85
|
%
|
|
24.22
|
%
|
|
9.6
|
|
25.6
|
%
|
|||||||
ABS - Small Business Loans
|
|
8,464
|
|
|
7,647
|
|
|
(7,647
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
C
|
|
6.69
|
%
|
|
—
|
%
|
|
0.0
|
|
—
|
%
|
|||||||
CDO (E)
|
|
14,768
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,910
|
|
|
—
|
|
|
9,910
|
|
|
2
|
|
|
C
|
|
1.85
|
%
|
|
—
|
%
|
|
4.5
|
|
27.1
|
%
|
|||||||
Debt Security Total / Average (F)
|
|
$
|
37,540
|
|
|
$
|
20,192
|
|
|
$
|
(19,476
|
)
|
|
$
|
716
|
|
|
$
|
12,272
|
|
|
$
|
—
|
|
|
$
|
12,988
|
|
|
6
|
|
|
C
|
|
3.00
|
%
|
|
24.22
|
%
|
|
2.8
|
|
|
|
Equity Securities
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Securities, Available-for-Sale
|
|
|
|
$
|
20,192
|
|
|
$
|
(19,476
|
)
|
|
$
|
716
|
|
|
$
|
12,272
|
|
|
$
|
—
|
|
|
$
|
12,988
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
FNMA/FHLMC
|
|
428,881
|
|
|
453,116
|
|
|
—
|
|
|
453,116
|
|
|
100
|
|
|
(401
|
)
|
|
452,815
|
|
|
12
|
|
|
AAA
|
|
3.50
|
%
|
|
2.52
|
%
|
|
4.0
|
|
N/A
|
|
|||||||
Total Securities, Pledged as Collateral (F)
|
|
$
|
428,881
|
|
|
$
|
453,116
|
|
|
$
|
—
|
|
|
$
|
453,116
|
|
|
$
|
100
|
|
|
$
|
(401
|
)
|
|
$
|
452,815
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
See Note 13 regarding the estimation of fair value, which is equal to carrying value for all securities.
|
(B)
|
Represents the weighted average of the ratings of all securities in each asset type, expressed as an S&P equivalent rating. For each security rated by multiple rating agencies, the lowest rating is used. Newcastle uses an implied AAA rating for the Fannie Mae/Freddie Mac (
“
FNMA/FHLMC
”)
securities. Ratings provided were determined by third-party rating agencies, represent the most recent credit ratings available as of the reporting date and may not be current.
|
(C)
|
The weighted average life is based on the timing of expected principal reduction on the assets.
|
(D)
|
Percentage of the outstanding face amount of securities and interests that is subordinate to Newcastle’s investments.
|
(E)
|
Represents non-consolidated CDO securities, excluding
12
securities with
zero
value, which had an aggregate face amount of
$183.5 million
.
|
(F)
|
The total outstanding face amount was
$437.3 million
for fixed rate securities and
$29.1 million
for floating rate securities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
|
|
Amortized Cost Basis
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Securities in
|
|
Outstanding
|
|
|
|
Other-than-
|
|
|
|
|
|
|
|
|
|
Number
|
|
Weighted Average
|
|||||||||||||||||||||||||
an Unrealized
|
|
Face
|
|
Before
|
|
Temporary
|
|
After
|
|
Gross Unrealized
|
|
Carrying
|
|
of
|
|
|
|
|
|
|
|
Life
|
|||||||||||||||||||||
Loss Position
|
|
Amount
|
|
Impairment
|
|
Impairment
|
|
Impairment
|
|
Gains
|
|
Losses
|
|
Value
|
|
Securities
|
|
Rating
|
|
Coupon
|
|
Yield
|
|
(Years)
|
|||||||||||||||||||
Less Than Twelve
Months |
|
$
|
281,422
|
|
|
$
|
297,529
|
|
|
$
|
—
|
|
|
$
|
297,529
|
|
|
$
|
—
|
|
|
$
|
(401
|
)
|
|
$
|
297,128
|
|
|
11
|
|
|
AAA
|
|
|
3.50
|
%
|
|
2.52
|
%
|
|
3.9
|
|
Twelve or More
Months |
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
|||||||
Total
|
|
$
|
281,422
|
|
|
$
|
297,529
|
|
|
$
|
—
|
|
|
$
|
297,529
|
|
|
$
|
—
|
|
|
$
|
(401
|
)
|
|
$
|
297,128
|
|
|
11
|
|
|
—
|
|
|
3.50
|
%
|
|
2.52
|
%
|
|
3.9
|
|
|
|
|
|
|
|
|
|
||||||||
|
June 30, 2016
|
||||||||||||||
|
|
|
Amortized
|
|
|
|
|
||||||||
|
|
|
Cost Basis
|
|
Unrealized Losses
|
||||||||||
|
Fair Value
|
|
After Impairment
|
|
Credit (B)
|
|
Non-Credit (C)
|
||||||||
Securities Newcastle intends to sell
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$ N/A
|
|
|
Securities Newcastle is more likely than not to be required to sell (A)
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
||||
Securities Newcastle has no intent to sell and is not more likely than not to be required to sell:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Credit impaired securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Non credit impaired securities
|
297,128
|
|
|
297,529
|
|
|
—
|
|
|
(401
|
)
|
||||
Total debt securities in an unrealized loss position
|
$
|
297,128
|
|
|
$
|
297,529
|
|
|
$
|
—
|
|
|
$
|
(401
|
)
|
(A)
|
Newcastle may, at times, be more likely than not to be required to sell certain securities for liquidity purposes. While the amount of the securities to be sold may be an estimate, and the securities to be sold have not yet been identified, Newcastle must make its best estimate, which is subject to significant judgment regarding future events and may differ materially from actual future sales.
|
(B)
|
This amount is required to be recorded as other-than-temporary impairment through earnings. In measuring the portion of credit losses, Newcastle’s management estimates the expected cash flows for each of the securities. This evaluation includes a review of the credit status and the performance of the collateral supporting those securities, including the credit of the issuer, key terms of the securities and the effect of local, industry and broader economic trends. Significant inputs in estimating the cash flows include management’s expectations of prepayment speeds, default rates and loss severities. Credit losses are measured as the decline in the present value of the expected future cash flows discounted at the investment’s effective interest rate.
|
(C)
|
This amount represents unrealized losses on securities that are due to non-credit factors and is required to be recorded through other comprehensive income.
|
|
Beginning balance of credit losses on debt securities for which a portion of an OTTI was recognized in other comprehensive income
|
$
|
(3,010
|
)
|
|
|
|
|
Additions for credit losses on securities for which an OTTI was not previously recognized
|
—
|
|
|
|
|
|
|
Additions to credit losses on securities for which OTTI was previously recognized and a portion of an OTTI was recognized in other comprehensive income
|
(110
|
)
|
|
|
|
||
Reduction for securities deconsolidated during the period
|
3,120
|
|
|
|
|
||
Reduction for securities sold/written off during the period
|
—
|
|
|
|
|
||
Reduction for increases in cash flows expected to be collected that are recognized over the remaining life of the security
|
—
|
|
|
|
|
|
|
Ending balance of credit losses on debt securities for which a portion of OTTI was recognized in other comprehensive income
|
$
|
—
|
|
|
CMBS
|
|
ABS
|
||||||||||
Geographic Location
|
Outstanding Face Amount
|
|
Percentage
|
|
Outstanding Face Amount
|
|
Percentage
|
||||||
Western U.S.
|
$
|
—
|
|
|
—
|
%
|
|
$
|
1,320
|
|
|
10.6
|
%
|
Northeastern U.S.
|
—
|
|
|
—
|
%
|
|
9,094
|
|
|
73.0
|
%
|
||
Southeastern U.S.
|
10,308
|
|
|
100.0
|
%
|
|
1,048
|
|
|
8.4
|
%
|
||
Midwestern U.S.
|
—
|
|
|
—
|
%
|
|
419
|
|
|
3.4
|
%
|
||
Southwestern U.S.
|
—
|
|
|
—
|
%
|
|
583
|
|
|
4.6
|
%
|
||
|
$
|
10,308
|
|
|
100.0
|
%
|
|
$
|
12,464
|
|
|
100.0
|
%
|
|
Loan Type
|
Outstanding
Face Amount |
|
Carrying
Value (A) |
|
Valuation Allowance
|
|
Loan
Count |
|
Weighted
Average Yield |
|
Weighted Average Coupon
|
|
Weighted Average Life
(Years) (B) |
|
Floating Rate Loans as % of Face Amount
|
|
Delinquent Face Amount (C)
|
||||||||||||
Mezzanine Loans
|
$
|
17,767
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2
|
|
|
—
|
%
|
|
8.45
|
%
|
|
0.0
|
|
100.0
|
%
|
|
$
|
17,767
|
|
Corporate Bank Loans
|
217,845
|
|
|
143,526
|
|
|
2,835
|
|
|
4
|
|
|
22.48
|
%
|
|
18.46
|
%
|
|
0.6
|
|
—
|
%
|
|
59,384
|
|
||||
Total Real Estate Related and other Loans Held-for-Sale, Net
|
$
|
235,612
|
|
|
$
|
143,526
|
|
|
$
|
2,835
|
|
|
6
|
|
|
22.48
|
%
|
|
17.71
|
%
|
|
0.5
|
|
7.5
|
%
|
|
$
|
77,151
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential Mortgage Loans Held-for-Sale, Net (D)
|
$
|
777
|
|
|
$
|
442
|
|
|
$
|
8
|
|
|
3
|
|
|
52.94
|
%
|
|
2.93
|
%
|
|
1.8
|
|
100.0
|
%
|
|
$
|
628
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Subprime Mortgage Loans Subject to Call Option
|
$
|
362,931
|
|
|
$
|
362,931
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
Carrying value includes negligible interest receivable for the residential housing loans.
|
(B)
|
The weighted average life is based on the timing of expected principal reduction on the assets.
|
(C)
|
Includes loans that are 60 or more days past due (including loans that are in foreclosure, or borrower’s in bankruptcy) or considered real estate owned (“REO”). As of
June 30, 2016
,
$77.2 million
face amount of real estate related and other loans was on non-accrual status.
|
(D)
|
Loans acquired at a discount for credit quality.
|
|
|
Outstanding
|
|
|
|
Number of
|
|||||
Year of Maturity
|
Face Amount
|
|
Carrying Value
|
|
Loans
|
|||||
Delinquent
(A)
|
$
|
77,151
|
|
|
$
|
1,137
|
|
|
5
|
|
Period from July 1, 2016 to December 31, 2016
|
—
|
|
|
—
|
|
|
—
|
|
||
2017
|
—
|
|
|
—
|
|
|
—
|
|
||
2018
|
—
|
|
|
—
|
|
|
—
|
|
||
2019
|
158,461
|
|
|
142,389
|
|
|
1
|
|
||
2020
|
—
|
|
|
—
|
|
|
—
|
|
||
2021
|
—
|
|
|
—
|
|
|
—
|
|
||
Thereafter
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
$
|
235,612
|
|
|
$
|
143,526
|
|
|
6
|
|
(A)
|
Includes loans that are non-performing, in foreclosure, or under bankruptcy
|
|
Held-for-Sale
|
||||||
|
Real Estate Related and Other Loans
|
|
Residential Mortgage Loans
|
||||
Balance at December 31, 2015
|
$
|
149,198
|
|
|
$
|
532
|
|
Purchases / additional fundings
|
—
|
|
|
—
|
|
||
Interest accrued to principal balance
|
16,596
|
|
|
—
|
|
||
Principal paydowns
|
—
|
|
|
(35
|
)
|
||
Sales
|
(19,433
|
)
|
|
—
|
|
||
Valuation allowance on loans
|
(2,835
|
)
|
|
(8
|
)
|
||
Loss on settlement of loans
|
—
|
|
|
(47
|
)
|
||
Balance at June 30, 2016
|
$
|
143,526
|
|
|
$
|
442
|
|
|
Held-For-Sale
|
||||||
|
Real Estate Related and Other Loans
|
|
Residential Mortgage Loans
|
||||
Balance at December 31, 2015
|
$
|
(70,865
|
)
|
|
$
|
(251
|
)
|
Charge-offs
|
—
|
|
|
—
|
|
||
Valuation allowance on loans
|
(2,835
|
)
|
|
(8
|
)
|
||
Balance at June 30, 2016
|
$
|
(73,700
|
)
|
|
$
|
(259
|
)
|
|
|
Real Estate Related
and Other Loans |
|
Residential Mortgage Loans
|
||||||||||
Geographic Location
|
Outstanding Face Amount
|
|
Percentage
|
|
Outstanding Face Amount
|
|
Percentage
|
||||||
Northeastern U.S.
|
$
|
—
|
|
|
—
|
%
|
|
$
|
523
|
|
|
67.3
|
%
|
Southeastern U.S.
|
—
|
|
|
—
|
%
|
|
254
|
|
|
32.7
|
%
|
||
Foreign
|
63,454
|
|
|
100.0
|
%
|
|
—
|
|
|
—
|
%
|
||
|
$
|
63,454
|
|
|
100.0
|
%
|
|
$
|
777
|
|
|
100.0
|
%
|
Other (A)
|
172,158
|
|
|
|
|
|
|
|
|
|
|||
|
$
|
235,612
|
|
|
|
|
|
|
|
|
|
|
(A)
|
Includes corporate bank loans which are not directly secured by real estate assets.
|
|
Subprime Portfolio
|
|
|
||||||||
|
I
|
|
II
|
|
Total
|
||||||
Total securitized loans (unpaid principal balance) (A)
|
$
|
257,228
|
|
|
$
|
375,391
|
|
|
$
|
632,619
|
|
Loans subject to call option (carrying value)
|
$
|
255,890
|
|
|
$
|
107,041
|
|
|
$
|
362,931
|
|
Retained bonds (fair value) (B)
|
$
|
3,078
|
|
|
$
|
—
|
|
|
$
|
3,078
|
|
(A)
|
Average loan seasoning of
131 months
and
113 months
for Subprime Portfolios I and II, respectively, at
June 30, 2016
.
|
(B)
|
The retained interests include retained bonds of the securitizations. Their fair value is estimated based on pricing models. The weighted average yield of the retained bonds was
24.2%
as of
June 30, 2016
. Newcastle
’
s residual interests were written off in 2010.
|
|
(A)
|
Delinquencies include loans 60 or more days past due, in foreclosure, under bankruptcy filing or REO.
|
(B)
|
ARM loans are adjustable-rate mortgage loans. An option ARM is an adjustable-rate mortgage that provides the borrower with an option to choose from several payment amounts each month for a specified period of the loan term. None of the loans in the subprime portfolios are option ARMs.
|
(C)
|
Excludes face amount of
$4.0 million
of retained notes for Subprime Portfolio I and over-collateralization of
$1.3 million
on Subprime Portfolio I at
June 30, 2016
.
|
(D)
|
Includes the effect of applicable hedges, if any.
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Depreciation
|
|
Net Carrying Value
|
|
Gross Carrying Amount
|
|
Accumulated Depreciation
|
|
Net Carrying Value
|
||||||||||||
Land
|
$
|
90,324
|
|
|
$
|
—
|
|
|
$
|
90,324
|
|
|
$
|
90,324
|
|
|
$
|
—
|
|
|
$
|
90,324
|
|
Buildings and improvements
|
146,136
|
|
|
(35,921
|
)
|
|
110,215
|
|
|
142,558
|
|
|
(29,053
|
)
|
|
113,505
|
|
||||||
Furniture, fixtures and equipment
|
28,605
|
|
|
(19,633
|
)
|
|
8,972
|
|
|
25,984
|
|
|
(17,189
|
)
|
|
8,795
|
|
||||||
Capital leases - equipment
|
17,454
|
|
|
(3,192
|
)
|
|
14,262
|
|
|
12,752
|
|
|
(1,970
|
)
|
|
10,782
|
|
||||||
Construction in progress
|
4,422
|
|
|
—
|
|
|
4,422
|
|
|
4,501
|
|
|
—
|
|
|
4,501
|
|
||||||
Total Investments in Real Estate
|
$
|
286,941
|
|
|
$
|
(58,746
|
)
|
|
$
|
228,195
|
|
|
$
|
276,119
|
|
|
$
|
(48,212
|
)
|
|
$
|
227,907
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||||||||
Trade name
|
$
|
700
|
|
|
$
|
(58
|
)
|
|
$
|
642
|
|
|
$
|
700
|
|
|
$
|
(47
|
)
|
|
$
|
653
|
|
Leasehold intangibles (A)
|
49,861
|
|
|
(12,064
|
)
|
|
37,797
|
|
|
49,962
|
|
|
(9,817
|
)
|
|
40,145
|
|
||||||
Management contracts
|
36,222
|
|
|
(9,384
|
)
|
|
26,838
|
|
|
36,500
|
|
|
(7,911
|
)
|
|
28,589
|
|
||||||
Internally-developed software
|
800
|
|
|
(400
|
)
|
|
400
|
|
|
800
|
|
|
(320
|
)
|
|
480
|
|
||||||
Membership base
|
5,236
|
|
|
(1,870
|
)
|
|
3,366
|
|
|
5,236
|
|
|
(1,496
|
)
|
|
3,740
|
|
||||||
Nonamortizable liquor license
|
865
|
|
|
—
|
|
|
865
|
|
|
865
|
|
|
—
|
|
|
865
|
|
||||||
Total Intangibles
|
$
|
93,684
|
|
|
$
|
(23,776
|
)
|
|
$
|
69,908
|
|
|
$
|
94,063
|
|
|
$
|
(19,591
|
)
|
|
$
|
74,472
|
|
(A)
|
The amortization expense for leasehold intangibles is reported in operating expenses - golf in the Consolidated Statements of Operations.
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Accounts receivable, net
|
$
|
12,680
|
|
|
$
|
9,889
|
|
Prepaid expenses
|
3,538
|
|
|
3,205
|
|
||
Interest receivable
|
1,044
|
|
|
1,142
|
|
||
Deposits
|
6,248
|
|
|
7,437
|
|
||
Inventory
|
5,445
|
|
|
5,057
|
|
||
Derivative assets
|
243
|
|
|
127
|
|
||
Miscellaneous assets, net
|
15,090
|
|
|
11,157
|
|
||
Total Receivables and Other Assets
|
$
|
44,288
|
|
|
$
|
38,014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collateral
|
|||||||||||||||||||||||
Debt Obligation/Collateral
|
|
Month Issued
|
|
Outstanding
Face Amount |
|
Carrying
Value |
|
Final Stated Maturity
|
|
Weighted
Average Coupon (A) |
|
Weighted Average
Funding Cost (B) |
|
Weighted Average Life(Years)
|
|
Face Amount of
Floating Rate Debt |
|
Outstanding Face Amount
|
|
Amortized
Cost Basis |
|
Carrying
Value |
|
Weighted Average Life
(Years) |
|
Floating Rate Face Amount
|
|||||||||||||||
Repurchase Agreements (C)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
FNMA/FHLMC Securities
|
|
June 2016
|
|
361,085
|
|
|
361,085
|
|
|
July 2016
|
|
0.66%
|
|
0.66
|
%
|
|
0.1
|
|
—
|
|
|
353,585
|
|
|
371,260
|
|
|
373,097
|
|
|
5.6
|
|
—
|
|
|||||||
|
|
|
|
361,085
|
|
|
361,085
|
|
|
|
|
|
|
0.66
|
%
|
|
0.1
|
|
—
|
|
|
353,585
|
|
|
371,260
|
|
|
373,097
|
|
|
5.6
|
|
—
|
|
|||||||
Golf Credit Facilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Golf Term Loan (D)
|
|
June 2016
|
|
102,000
|
|
|
98,080
|
|
|
July 2019
|
|
LIBOR+4.70%
|
(E)
|
7.92
|
%
|
|
3.0
|
|
102,000
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
N/A
|
|
|||||||
Vineyard II
|
|
Dec 1993
|
|
200
|
|
|
200
|
|
|
Dec 2043
|
|
2.20%
|
|
2.20
|
%
|
|
27.5
|
|
200
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
N/A
|
|
|||||||
Capital Leases (Equipment)
|
|
May 2014 - June 2016
|
|
14,563
|
|
|
14,563
|
|
|
Jan 2022
|
|
3.00% to 16.16%
|
|
6.59
|
%
|
|
4.4
|
|
—
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
N/A
|
|
|||||||
|
|
|
|
116,763
|
|
|
112,843
|
|
|
|
|
|
|
7.74
|
%
|
|
3.2
|
|
102,200
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
N/A
|
|
|||||||
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Junior subordinated notes payable
|
|
Mar 2006
|
|
51,004
|
|
|
51,221
|
|
|
Apr 2035
|
|
LIBOR+2.25%
|
|
2.84
|
%
|
|
18.8
|
|
51,004
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
N/A
|
|
|||||||
|
|
|
|
51,004
|
|
|
51,221
|
|
|
|
|
|
|
2.84
|
%
|
|
18.8
|
|
51,004
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
N/A
|
|
|||||||
Subtotal debt obligations
|
|
|
|
528,852
|
|
|
525,149
|
|
|
|
|
|
|
2.39
|
%
|
|
2.6
|
|
$
|
153,204
|
|
|
$
|
353,585
|
|
|
$
|
371,260
|
|
|
$
|
373,097
|
|
|
5.6
|
|
$
|
—
|
|
||
Financing on subprime mortgage loans subject to call option (F)
|
|
|
|
362,931
|
|
|
362,931
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total debt obligations
|
|
|
|
$
|
891,783
|
|
|
$
|
888,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
Weighted average, including floating and fixed rate classes.
|
(B)
|
Including the effect of deferred financing costs.
|
(C)
|
These repurchase agreements had
$0.1 million
of accrued interest payable at
June 30, 2016
. The counterparties on these repurchase agreements are Citi (
$247.8 million
) and Morgan Stanley (
$113.3 million
). Newcastle has margin exposures on a total of
$361.1 million
repurchase agreements related to the financing of FNMA/FHLMC securities. To the extent that the value of the collateral underlying these repurchase agreements declines, Newcastle may be required to post margin, which could significantly impact its liquidity.
$361.1 million
of repurchase agreements were repaid in July 2016 as part of the sale of the FNMA/FHLMC securities.
|
(D)
|
The golf term loan is collateralized by
22
golf properties. The carrying amount of the golf term loan is reported net of deferred financing costs of
$3.9 million
as of
June 30, 2016
.
|
(E)
|
Interest rate based on 30 day LIBOR plus
4.70%
with a LIBOR floor of
1.80%
. At the time of closing, Newcastle purchased a co-terminus LIBOR interest rate cap of
1.80%
.
|
(F)
|
See Note 6 regarding the securitizations of Subprime Portfolios I and II.
|
|
July 1, 2016 - December 31, 2016
|
$
|
1,901
|
|
2017
|
3,900
|
|
|
2018
|
3,894
|
|
|
2019
|
3,746
|
|
|
2020
|
2,432
|
|
|
2021
|
930
|
|
|
Thereafter
|
45
|
|
|
Total minimum lease payments
|
16,848
|
|
|
Less: imputed interest
|
(2,285
|
)
|
|
Present value of net minimum lease payments
|
$
|
14,563
|
|
11.
|
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Accounts payable and accrued expenses
|
$
|
30,226
|
|
|
$
|
26,966
|
|
Deferred revenue
|
22,065
|
|
|
33,926
|
|
||
Security deposit payable
|
8,779
|
|
|
5,975
|
|
||
Unfavorable leasehold interests
|
4,793
|
|
|
5,485
|
|
||
Derivative liabilities
|
2,566
|
|
|
684
|
|
||
Accrued rent
|
3,216
|
|
|
3,135
|
|
||
Due to affiliates
|
892
|
|
|
892
|
|
||
Miscellaneous liabilities
|
12,255
|
|
|
11,876
|
|
||
Total Accounts Payable, Accrued Expenses and Other Liabilities
|
$
|
84,792
|
|
|
$
|
88,939
|
|
|
12.
|
DERIVATIVES
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
Income Statement Location
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Cash flow hedges
|
|
|
|
|
|
|
|
|
|
||||||||
Loss recognized on termination of derivative instruments
|
Gain (loss) on settlement of investments, net
|
|
$
|
—
|
|
|
$
|
(612
|
)
|
|
$
|
—
|
|
|
$
|
(612
|
)
|
Deferred hedge gain reclassified from Accumulated Other Comprehensive Income (“AOCI”) into earnings
|
Interest expense
|
|
—
|
|
|
19
|
|
|
20
|
|
|
38
|
|
||||
Amount of loss reclassified from AOCI into income (effective portion)
|
Interest expense
|
|
—
|
|
|
(655
|
)
|
|
—
|
|
|
(1,363
|
)
|
||||
Amount of unrealized loss recognized in Other Comprehensive Income on derivatives (effective portion)
|
N/A
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
(60
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Non-hedge derivatives
|
|
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss) on interest rate derivatives
|
Other income (loss), net
|
|
$
|
(19
|
)
|
|
$
|
—
|
|
|
$
|
(19
|
)
|
|
$
|
292
|
|
Unrealized gain (loss) recognized related to TBAs
|
Other income (loss), net
|
|
(1,597
|
)
|
|
1,322
|
|
|
(1,938
|
)
|
|
1
|
|
||||
Realized gain (loss) on settlement of TBAs
|
Gain (loss) on settlement of investments, net
|
|
(2,409
|
)
|
|
2,928
|
|
|
(9,945
|
)
|
|
(1,943
|
)
|
|
|
Carrying
Value |
|
Estimated
Fair Value |
|
Fair Value Method (A)
|
||||
Assets
|
|
|
|
|
|
|
|
||
Real estate securities, available-for-sale
|
$
|
12,988
|
|
|
$
|
12,988
|
|
|
Broker/counterparty quotations, pricing services, pricing models
|
Real estate securities, available-for-sale - pledged as collateral
|
452,815
|
|
|
452,815
|
|
|
Broker/counterparty quotations, pricing services
|
||
Real estate related and other loans, held-for-sale, net
|
143,526
|
|
|
159,598
|
|
|
Broker/counterparty quotations, pricing services, pricing models
|
||
Residential mortgage loans, held-for-sale, net
|
442
|
|
|
476
|
|
|
Broker/counterparty quotations, pricing models
|
||
Subprime mortgage loans subject to call option (B)
|
362,931
|
|
|
362,931
|
|
|
(B)
|
||
Restricted cash
|
5,864
|
|
|
5,864
|
|
|
|
||
Cash and cash equivalents
|
52,261
|
|
|
52,261
|
|
|
|
||
Non-hedge derivative assets (C)
|
243
|
|
|
243
|
|
|
Counterparty quotations, pricing services
|
||
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
||||
Repurchase agreements
|
361,085
|
|
|
361,085
|
|
|
Counterparty quotations, market comparables
|
||
Credit facilities and obligations under capital leases
|
112,843
|
|
|
112,843
|
|
|
Pricing models
|
||
Financing of subprime mortgage loans subject to call option (B)
|
362,931
|
|
|
362,931
|
|
|
(B)
|
||
Junior subordinated notes payable
|
51,221
|
|
|
22,486
|
|
|
Pricing models
|
||
Non-hedge derivative liabilities (C)
|
2,566
|
|
|
2,566
|
|
|
Counterparty quotations, pricing services
|
(A)
|
Methods are listed in order of priority. In the case of real estate securities and real estate related and other loans, broker quotations are obtained if available and practicable, otherwise counterparty quotations or pricing service valuations are obtained or, finally, internal pricing models are used. Internal pricing models are only used for (i) securities and loans that are not traded in an active market, and, therefore, have little or no price transparency, and for which significant unobservable inputs must be used in estimating fair value, or (ii) loans or debt obligations which are private and untraded.
|
(B)
|
Represents an option, not an obligation, to repurchase loans from Newcastle’s subprime mortgage loan securitizations (Note 6).
|
(C)
|
Represents derivative assets and liabilities, including interest rate caps and TBA forward contracts (Note 12).
|
|
•
|
quoted prices for similar assets or liabilities in active markets,
|
•
|
inputs other than quoted prices that are observable for the asset or liability (such as interest rates and yield curves observable at commonly quoted intervals, implied volatilities and credit spreads), and
|
•
|
market corroborated inputs (derived principally from or corroborated by observable market data).
|
|
|
|
|
Fair Value
|
||||||||||||||||
|
Carrying Value
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||
|
|
|
Market Quotations (Observable)
|
|
Market Quotations (Unobservable)
|
|
Internal Pricing Models
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Real estate securities, available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Non-Agency RMBS
|
$
|
3,078
|
|
|
$
|
—
|
|
|
$
|
3,078
|
|
|
$
|
—
|
|
|
$
|
3,078
|
|
CDO (A)
|
9,910
|
|
|
—
|
|
|
9,910
|
|
|
—
|
|
|
9,910
|
|
|||||
Real estate securities, available-for-sale total
|
$
|
12,988
|
|
|
$
|
—
|
|
|
$
|
12,988
|
|
|
$
|
—
|
|
|
$
|
12,988
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate securities, available-for-sale - pledged as collateral:
|
|
|
|
|
|
|
|
|
|
||||||||||
FNMA/FHLMC
|
$
|
452,815
|
|
|
$
|
452,815
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
452,815
|
|
Real estate securities, available-for-sale - pledged as collateral total
|
$
|
452,815
|
|
|
$
|
452,815
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
452,815
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate cap, not treated as hedge
|
$
|
171
|
|
|
$
|
171
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
171
|
|
TBAs, not treated as hedges
|
72
|
|
|
72
|
|
|
—
|
|
|
—
|
|
|
72
|
|
|||||
Derivative assets total
|
$
|
243
|
|
|
$
|
243
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
243
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
TBAs, not treated as hedges
|
$
|
2,566
|
|
|
$
|
2,566
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,566
|
|
Derivative liabilities total
|
$
|
2,566
|
|
|
$
|
2,566
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,566
|
|
(A)
|
Represents non-consolidated CDO securities, excluding
12
securities with
zero
value, which had an aggregate face amount of
$183.5 million
as of
June 30, 2016
.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CMBS
|
|
Non-Agency RMBS
|
|
Equity/Other Securities
|
|
Total
|
||||||||
Balance at December 31, 2015
|
$
|
39,684
|
|
|
$
|
9,619
|
|
|
$
|
9,731
|
|
|
$
|
59,034
|
|
Transfers
|
|
|
|
|
|
|
|
||||||||
Transfers into Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
CDO VI deconsolidation
|
(37,179
|
)
|
|
(6,710
|
)
|
|
—
|
|
|
(43,889
|
)
|
||||
Total gains (losses) (A)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Included in net income (B)
|
(110
|
)
|
|
—
|
|
|
725
|
|
|
615
|
|
||||
Included in other comprehensive income (loss)
|
(658
|
)
|
|
179
|
|
|
179
|
|
|
(300
|
)
|
||||
Amortization included in interest income
|
879
|
|
|
193
|
|
|
—
|
|
|
1,072
|
|
||||
Purchases, sales and repayments
|
|
|
|
|
|
|
|
|
|
|
|
||||
Purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Proceeds from sales
|
—
|
|
|
—
|
|
|
(725
|
)
|
|
(725
|
)
|
||||
Proceeds from repayments
|
(2,616
|
)
|
|
(203
|
)
|
|
—
|
|
|
(2,819
|
)
|
||||
Balance at June 30, 2016
|
$
|
—
|
|
|
$
|
3,078
|
|
|
$
|
9,910
|
|
|
$
|
12,988
|
|
(A)
|
None of the gains (losses) recorded in earnings during the period is attributable to the change in unrealized gains (losses) relating to Level 3 assets still held at the reporting dates.
|
(B)
|
These gains (losses) are recorded in the following line items in the Consolidated Statements of Operations:
|
|
Six Months Ended June 30, 2016
|
||
Gain (loss) on settlement of investments, net
|
$
|
725
|
|
OTTI
|
(110
|
)
|
|
Total
|
$
|
615
|
|
|
|
|
|
|
|
|
Significant Input
|
||||||||||||
|
|
|
|
|
|
Range
|
|
Weighted Average
|
||||||||||
Loan Type
|
|
Carrying Value
|
|
Fair Value
|
|
Discount Rate
|
|
Loss Severity
|
|
Discount Rate
|
|
Loss Severity
|
||||||
Bank Loan
|
|
143,526
|
|
|
159,598
|
|
|
0.0%-22.5%
|
|
0%-100%
|
|
22.5
|
%
|
|
21.0
|
%
|
||
Total Real Estate Related and Other Loans Held-for-Sale, Net (A)
|
|
$
|
143,526
|
|
|
$
|
159,598
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
Excludes
$17.8 million
face amount of mezzanine loans which have a
zero
carrying value.
|
Type of Liabilities Not Measured At Fair Value for Which Fair Value Is Disclosed
|
|
Fair Value Hierarchy
|
|
|
Valuation Techniques and Significant Inputs
|
Repurchase agreements
|
|
Level 2
|
|
Valuation technique is based on market comparables.
Significant variables include:
|
|
|
|
|
|
l
|
Amount and timing of expected future cash flows
|
|
|
|
|
l
|
Interest rates
|
|
|
|
|
l
|
Collateral funding spreads
|
|
|
|
|
|
|
Golf credit facilities
|
|
Level 3
|
|
Valuation technique is based on discounted cash flows.
Significant inputs include: |
|
|
|
|
|
l
|
Amount and timing of expected future cash flows
|
|
|
|
|
l
|
Interest rates
|
|
|
|
|
l
|
Market yields
|
|
|
|
|
|
|
Junior subordinated notes payable
|
|
Level 3
|
|
Valuation technique is based on discounted cash flows.
Significant inputs include:
|
|
|
|
|
|
l
|
Amount and timing of expected future cash flows
|
|
|
|
|
l
|
Interest rates
|
|
|
|
|
l
|
Market yields and the credit spread of Newcastle
|
|
|
Number of Options
|
|
Weighted Average Strike Price
|
|
Weighted Average Life Remaining (in years)
|
|||
Balance at December 31, 2015
|
5,421,561
|
|
|
$
|
2.85
|
|
|
|
Granted (A)
|
333
|
|
|
3.78
|
|
|
|
|
Balance at June 30, 2016
|
5,421,894
|
|
|
$
|
2.86
|
|
|
6.29
|
|
|
|
|
|
|
|||
Exercisable at June 30, 2016
|
5,217,783
|
|
|
$
|
2.81
|
|
|
6.19
|
(A)
|
Options granted to a non-employee director upon joining the board of directors.
|
|
Issued Prior to 2011
|
|
Issued in 2011 and thereafter
|
|
Total
|
||||||
Held by the Manager
|
115,239
|
|
|
5,010,243
|
|
|
5,125,482
|
|
|||
Issued to the Manager and subsequently transferred to certain of the Manager’s employees
|
29,422
|
|
|
266,657
|
|
|
296,079
|
|
|||
Issued to the independent directors
|
—
|
|
|
333
|
|
|
333
|
|
|||
Total
|
144,661
|
|
|
5,277,233
|
|
|
5,421,894
|
|
|||
Weighted average strike price
|
$
|
13.18
|
|
|
$
|
2.57
|
|
|
$
|
2.86
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Numerator for basic and diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations after preferred dividends and noncontrolling interests
|
$
|
1,651
|
|
|
$
|
16,495
|
|
|
$
|
73,675
|
|
|
$
|
14,288
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
524
|
|
|
—
|
|
|
639
|
|
||||
Income Applicable to Common Stockholders
|
$
|
1,651
|
|
|
$
|
17,019
|
|
|
$
|
73,675
|
|
|
$
|
14,927
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Denominator for basic earnings per share - weighted average shares
|
66,681,248
|
|
|
66,426,980
|
|
|
66,667,923
|
|
|
66,425,751
|
|
||||
Effect of dilutive securities
|
|
|
|
|
|
|
|
||||||||
Options
|
2,218,267
|
|
|
2,777,737
|
|
|
1,924,283
|
|
|
2,629,744
|
|
||||
Denominator for diluted earnings per share - adjusted weighted average shares
|
68,899,515
|
|
|
69,204,717
|
|
|
68,592,206
|
|
|
69,055,495
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations per share of common stock, after preferred dividends and noncontrolling interests
|
$
|
0.02
|
|
|
$
|
0.25
|
|
|
$
|
1.11
|
|
|
$
|
0.22
|
|
Income from discontinued operations per share of common stock
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
—
|
|
|
$
|
0.01
|
|
Income Applicable to Common Stock, per share (A)
|
$
|
0.02
|
|
|
$
|
0.26
|
|
|
$
|
1.11
|
|
|
$
|
0.22
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations per share of common stock, after preferred dividends and noncontrolling interests
|
$
|
0.02
|
|
|
$
|
0.24
|
|
|
$
|
1.07
|
|
|
$
|
0.21
|
|
Income from discontinued operations per share of common stock
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
—
|
|
|
$
|
0.01
|
|
Income Applicable to Common Stock, per share (A)
|
$
|
0.02
|
|
|
$
|
0.25
|
|
|
$
|
1.07
|
|
|
$
|
0.22
|
|
(A)
|
Due to rounding, income per share from continuing operations and income per share from discontinued operations may not sum to the income per share of common stock.
|
|
|
Amounts incurred under the Management Agreement
|
||||||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Management fees
|
$
|
2,551
|
|
|
$
|
2,549
|
|
|
$
|
5,101
|
|
|
$
|
5,092
|
|
Expense reimbursement to the Manager
|
125
|
|
|
125
|
|
|
250
|
|
|
250
|
|
||||
Incentive compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total Management fee to affiliate
|
$
|
2,676
|
|
|
$
|
2,674
|
|
|
$
|
5,351
|
|
|
$
|
5,342
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Current:
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
23
|
|
|
$
|
34
|
|
|
$
|
66
|
|
|
$
|
80
|
|
State and Local
|
9
|
|
|
8
|
|
|
20
|
|
|
20
|
|
||||
Total Current Provision
|
$
|
32
|
|
|
$
|
42
|
|
|
$
|
86
|
|
|
$
|
100
|
|
Deferred:
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
91
|
|
|
$
|
(13
|
)
|
|
$
|
82
|
|
|
$
|
(23
|
)
|
State and Local
|
15
|
|
|
(2
|
)
|
|
14
|
|
|
(4
|
)
|
||||
Total Deferred Provision (Benefit)
|
$
|
106
|
|
|
$
|
(15
|
)
|
|
$
|
96
|
|
|
$
|
(27
|
)
|
|
|
|
|
|
|
|
|
||||||||
Total Provision for Income Taxes
|
$
|
138
|
|
|
$
|
27
|
|
|
$
|
182
|
|
|
$
|
73
|
|
Provision for income taxes from continuing operations
|
$
|
138
|
|
|
$
|
27
|
|
|
$
|
182
|
|
|
$
|
73
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Allowance for loan losses
|
$
|
372
|
|
|
$
|
399
|
|
Depreciation and amortization
|
34,592
|
|
|
33,495
|
|
||
Accrued expenses
|
1,325
|
|
|
2,008
|
|
||
Net operating losses
|
27,482
|
|
|
22,524
|
|
||
Total deferred tax assets
|
63,771
|
|
|
58,426
|
|
||
Less valuation allowance
|
(48,194
|
)
|
|
(42,158
|
)
|
||
Net deferred tax assets
|
$
|
15,577
|
|
|
$
|
16,268
|
|
Deferred tax liabilities:
|
|
|
|
||||
Leaseholds
|
14,515
|
|
|
15,366
|
|
||
Other
|
1,062
|
|
|
805
|
|
||
Total deferred tax liabilities
|
$
|
15,577
|
|
|
$
|
16,171
|
|
Net deferred income tax assets (A)
|
$
|
—
|
|
|
$
|
97
|
|
(A)
|
Recorded in Receivables and Other Assets on the Consolidated Balance Sheets.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Gain on settlement of real estate securities
|
$
|
2,563
|
|
|
$
|
28,854
|
|
|
$
|
8,480
|
|
|
$
|
34,740
|
|
Loss on settlement of real estate securities
|
—
|
|
|
(5,926
|
)
|
|
—
|
|
|
(5,926
|
)
|
||||
Gain (loss) on repayment/disposition of loans held-for-sale
|
—
|
|
|
1,532
|
|
|
(47
|
)
|
|
1,532
|
|
||||
Loss recognized on termination of derivative instruments
|
—
|
|
|
(612
|
)
|
|
—
|
|
|
(612
|
)
|
||||
Realized gain (loss) on settlement of TBAs
|
(2,409
|
)
|
|
2,928
|
|
|
(9,945
|
)
|
|
(1,943
|
)
|
||||
Total Gain (Loss) on Settlement of Investments, net
|
$
|
154
|
|
|
$
|
26,776
|
|
|
$
|
(1,512
|
)
|
|
$
|
27,791
|
|
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss) on non-hedge derivative instruments
|
$
|
(1,616
|
)
|
|
$
|
1,322
|
|
|
$
|
(1,957
|
)
|
|
$
|
293
|
|
Gain (loss) on lease modifications and terminations
|
(17
|
)
|
|
7
|
|
|
(77
|
)
|
|
220
|
|
||||
Gain (loss) on extinguishment of debt, net
|
(148
|
)
|
|
489
|
|
|
(380
|
)
|
|
489
|
|
||||
Collateral management fee income, net
|
130
|
|
|
186
|
|
|
362
|
|
|
379
|
|
||||
Equity in earnings of equity method investees
|
374
|
|
|
328
|
|
|
745
|
|
|
642
|
|
||||
Gain (loss) on disposal of long-lived assets
|
30
|
|
|
3
|
|
|
24
|
|
|
(180
|
)
|
||||
Other income
|
145
|
|
|
262
|
|
|
160
|
|
|
240
|
|
||||
Total Other Income (Loss), net
|
$
|
(1,102
|
)
|
|
$
|
2,597
|
|
|
$
|
(1,123
|
)
|
|
$
|
2,083
|
|
|
Accumulated Other Comprehensive
|
|
Income Statement
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
Income Components
|
|
Location
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net realized gain (loss) on securities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(Impairment) reversal
|
|
Portion of other-than-temporary impairment on securities recognized in other comprehensive income
|
|
$
|
—
|
|
|
$
|
(234
|
)
|
|
$
|
(54
|
)
|
|
$
|
62
|
|
Gain on settlement of real estate securities
|
|
Gain (loss) on settlement of investments, net
|
|
2,563
|
|
|
28,854
|
|
|
8,480
|
|
|
34,740
|
|
||||
Loss on settlement of real estate securities
|
|
Gain (loss) on settlement of investments, net
|
|
—
|
|
|
(5,926
|
)
|
|
—
|
|
|
(5,926
|
)
|
||||
|
|
|
|
$
|
2,563
|
|
|
$
|
22,694
|
|
|
$
|
8,426
|
|
|
$
|
28,876
|
|
Net realized gain (loss) on derivatives designated as cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loss recognized on termination of derivative instruments
|
|
Gain (loss) on settlement of investments, net
|
|
—
|
|
|
(612
|
)
|
|
—
|
|
|
(612
|
)
|
||||
Amortization of deferred gain
|
|
Interest expense
|
|
—
|
|
|
19
|
|
|
20
|
|
|
38
|
|
||||
Loss reclassified from AOCI into income, related to effective portion
|
|
Interest expense
|
|
—
|
|
|
(655
|
)
|
|
—
|
|
|
(1,363
|
)
|
||||
|
|
|
|
$
|
—
|
|
|
$
|
(1,248
|
)
|
|
$
|
20
|
|
|
$
|
(1,937
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total reclassifications
|
|
|
|
$
|
2,563
|
|
|
$
|
21,446
|
|
|
$
|
8,446
|
|
|
$
|
26,939
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Debt securities
|
|
$
|
—
|
|
|
$
|
1,577
|
|
|
$
|
110
|
|
|
$
|
1,625
|
|
Equity securities
|
|
—
|
|
|
280
|
|
|
—
|
|
|
280
|
|
||||
Other investments
|
|
—
|
|
|
7,505
|
|
|
—
|
|
|
7,505
|
|
||||
Total impairment expense
|
|
$
|
—
|
|
|
$
|
9,362
|
|
|
$
|
110
|
|
|
$
|
9,410
|
|
|
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Restricted cash generated from sale of securities
|
$
|
—
|
|
|
$
|
139,257
|
|
Restricted cash generated from sale of loans
|
$
|
—
|
|
|
$
|
55,574
|
|
Restricted cash generated from paydowns on securities and loans
|
$
|
2,310
|
|
|
$
|
73,914
|
|
Restricted cash used for repayments of CDO and other bonds payable
|
$
|
2,748
|
|
|
$
|
142,937
|
|
CDO VI deconsolidation:
|
|
|
|
||||
Real estate securities
|
$
|
43,889
|
|
|
$
|
—
|
|
Restricted cash
|
$
|
67
|
|
|
$
|
—
|
|
CDO and other bonds payable
|
$
|
105,423
|
|
|
$
|
—
|
|
|
|
Debt Investments
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
CDOs
|
|
Other Debt
|
|
Golf
|
|
Corporate
|
|
Total
|
|
|
||||||||||
Six Months Ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
1,097
|
|
|
$
|
40,278
|
|
|
$
|
146,719
|
|
|
$
|
8
|
|
|
$
|
188,102
|
|
|
|
Revenues, net
|
|
$
|
1,097
|
|
|
$
|
40,278
|
|
|
$
|
146,719
|
|
|
$
|
8
|
|
|
$
|
188,102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Six Months Ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
29,607
|
|
|
$
|
24,660
|
|
|
$
|
143,701
|
|
|
$
|
9
|
|
|
$
|
197,977
|
|
|
(A)
|
Inter-segment elimination
|
|
(3,005
|
)
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
(3,005
|
)
|
|
|
|||
Revenues, net
|
|
$
|
26,602
|
|
|
$
|
24,660
|
|
|
$
|
143,701
|
|
|
$
|
9
|
|
|
$
|
194,972
|
|
|
|
(A)
|
Excludes
$0.5 million
of revenue included in discontinued operations related to the sale of commercial real estate.
|
|
|
|
|
Three Months Ended June 30,
|
|
Increase (Decrease)
|
|||||||||||
|
2016
|
|
2015
|
|
Amount
|
|
%
|
|||||||
Interest income
|
$
|
20,421
|
|
|
$
|
24,265
|
|
|
$
|
(3,844
|
)
|
|
(15.8
|
)%
|
Interest expense
|
(12,417
|
)
|
|
(16,950
|
)
|
|
(4,533
|
)
|
|
(26.7
|
)%
|
|||
Net interest income
|
8,004
|
|
|
7,315
|
|
|
689
|
|
|
9.4
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Impairment (Reversal)
|
|
|
|
|
|
|
|
|
|
|
|
|||
Valuation allowance on loans
|
645
|
|
|
4,317
|
|
|
(3,672
|
)
|
|
(85.1
|
)%
|
|||
Other-than-temporary impairment on securities and other investments, net
|
—
|
|
|
9,362
|
|
|
(9,362
|
)
|
|
(100.0
|
)%
|
|||
Total impairment
|
645
|
|
|
13,679
|
|
|
(13,034
|
)
|
|
(95.3
|
)%
|
|||
Net interest income (loss) after impairment
|
7,359
|
|
|
(6,364
|
)
|
|
13,723
|
|
|
215.6
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Operating Revenues
|
84,484
|
|
|
82,803
|
|
|
1,681
|
|
|
2.0
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||
Other Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|||
Gain on settlement of investments, net
|
154
|
|
|
26,776
|
|
|
(26,622
|
)
|
|
(99.4
|
)%
|
|||
Other income (loss), net
|
(1,102
|
)
|
|
2,597
|
|
|
(3,699
|
)
|
|
(142.4
|
)%
|
|||
Total other income (loss)
|
(948
|
)
|
|
29,373
|
|
|
(30,321
|
)
|
|
(103.2
|
)%
|
|||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|||
Loan and security servicing expense
|
1
|
|
|
118
|
|
|
(117
|
)
|
|
(99.2
|
)%
|
|||
Operating expenses - golf (including repairs and maintenance expense)
|
65,499
|
|
|
65,438
|
|
|
61
|
|
|
0.1
|
%
|
|||
Cost of sales - golf
|
9,217
|
|
|
9,108
|
|
|
109
|
|
|
1.2
|
%
|
|||
General and administrative expense (including acquisition and transaction expense)
|
3,722
|
|
|
3,487
|
|
|
235
|
|
|
6.7
|
%
|
|||
Management fee to affiliate
|
2,676
|
|
|
2,674
|
|
|
2
|
|
|
0.1
|
%
|
|||
Depreciation and amortization
|
6,484
|
|
|
7,119
|
|
|
(635
|
)
|
|
(8.9
|
)%
|
|||
Total expenses
|
87,599
|
|
|
87,944
|
|
|
(345
|
)
|
|
(0.4
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Income from continuing operations before income tax
|
$
|
3,296
|
|
|
$
|
17,868
|
|
|
$
|
(14,572
|
)
|
|
(81.6
|
)%
|
|
Six Months Ended June 30,
|
|
Increase (Decrease)
|
|||||||||||
|
2016
|
|
2015
|
|
Amount
|
|
%
|
|||||||
Interest income
|
$
|
41,460
|
|
|
$
|
51,343
|
|
|
$
|
(9,883
|
)
|
|
(19.2
|
)%
|
Interest expense
|
(25,951
|
)
|
|
(33,677
|
)
|
|
(7,726
|
)
|
|
(22.9
|
)%
|
|||
Net interest income
|
15,509
|
|
|
17,666
|
|
|
(2,157
|
)
|
|
(12.2
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Impairment (Reversal)
|
|
|
|
|
|
|
|
|||||||
Valuation allowance on loans
|
2,843
|
|
|
4,674
|
|
|
(1,831
|
)
|
|
(39.2
|
)%
|
|||
Other-than-temporary impairment on securities and other investments, net
|
110
|
|
|
9,410
|
|
|
(9,300
|
)
|
|
(98.8
|
)%
|
|||
Total impairment
|
2,953
|
|
|
14,084
|
|
|
(11,131
|
)
|
|
(79.0
|
)%
|
|||
Net interest income (loss) after impairment
|
12,556
|
|
|
3,582
|
|
|
8,974
|
|
|
250.5
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Operating Revenues
|
146,642
|
|
|
143,629
|
|
|
3,013
|
|
|
2.1
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Other Income (Loss)
|
|
|
|
|
|
|
|
|||||||
Gain (loss) on settlement of investments, net
|
(1,512
|
)
|
|
27,791
|
|
|
(29,303
|
)
|
|
(105.4
|
)%
|
|||
Gain on deconsolidation
|
82,130
|
|
|
—
|
|
|
82,130
|
|
|
N.M.
|
|
|||
Other income (loss), net
|
(1,123
|
)
|
|
2,083
|
|
|
(3,206
|
)
|
|
(153.9
|
)%
|
|||
Total other income
|
79,495
|
|
|
29,874
|
|
|
49,621
|
|
|
166.1
|
%
|
|||
Expenses
|
|
|
|
|
|
|
|
|||||||
Loan and security servicing expense
|
38
|
|
|
214
|
|
|
(176
|
)
|
|
(82.2
|
)%
|
|||
Operating expense - golf (including repairs and maintenance expense)
|
122,104
|
|
|
120,375
|
|
|
1,729
|
|
|
1.4
|
%
|
|||
Cost of sales - golf
|
15,428
|
|
|
15,161
|
|
|
267
|
|
|
1.8
|
%
|
|||
General and administrative expense (including acquisition and transaction expense)
|
6,622
|
|
|
5,200
|
|
|
1,422
|
|
|
27.3
|
%
|
|||
Management fee to affiliate
|
5,351
|
|
|
5,342
|
|
|
9
|
|
|
0.2
|
%
|
|||
Depreciation and amortization
|
12,515
|
|
|
13,872
|
|
|
(1,357
|
)
|
|
(9.8
|
)%
|
|||
Total expenses
|
162,058
|
|
|
160,164
|
|
|
1,894
|
|
|
1.2
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Income from continuing operations before income tax
|
$
|
76,635
|
|
|
$
|
16,921
|
|
|
$
|
59,714
|
|
|
352.9
|
%
|
|
|
|
|
|
|
|
|
|||||||
|
Three Months Ended June 30,
|
|
Increase (Decrease)
|
|||||||||||
|
2016
|
|
2015
|
|
Amount
|
|
%
|
|||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Golf course operations
|
$
|
48,057
|
|
|
$
|
48,778
|
|
|
$
|
(721
|
)
|
|
(1.5
|
)%
|
Sales of food and beverages - golf
|
21,612
|
|
|
20,944
|
|
|
668
|
|
|
3.2
|
%
|
|||
Other golf revenue
|
14,815
|
|
|
13,081
|
|
|
1,734
|
|
|
13.3
|
%
|
|||
Interest income
|
36
|
|
|
36
|
|
|
—
|
|
|
—
|
%
|
|||
Total revenues
|
84,520
|
|
|
82,839
|
|
|
1,681
|
|
|
2.0
|
%
|
|||
Expenses
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses - golf (including repairs and maintenance expense)
|
65,499
|
|
|
65,438
|
|
|
61
|
|
|
0.1
|
%
|
|||
Cost of sales - golf
|
9,217
|
|
|
9,108
|
|
|
109
|
|
|
1.2
|
%
|
|||
General and administrative expense (including acquisition and transaction expense)
|
1,806
|
|
|
1,078
|
|
|
728
|
|
|
67.5
|
%
|
|||
Depreciation and amortization
|
6,484
|
|
|
7,119
|
|
|
(635
|
)
|
|
(8.9
|
)%
|
|||
Interest expense
|
2,698
|
|
|
3,681
|
|
|
(983
|
)
|
|
(26.7
|
)%
|
|||
Total expenses
|
85,704
|
|
|
86,424
|
|
|
(720
|
)
|
|
(0.8
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Other loss, net
|
(8
|
)
|
|
(235
|
)
|
|
227
|
|
|
96.6
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||
Loss from continuing operations before income tax
|
$
|
(1,192
|
)
|
|
$
|
(3,820
|
)
|
|
$
|
2,628
|
|
|
68.8
|
%
|
|
Six Months Ended June 30,
|
|
Increase (Decrease)
|
|||||||||||
|
2016
|
|
2015
|
|
Amount
|
|
%
|
|||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Golf course operations
|
$
|
86,776
|
|
|
$
|
87,732
|
|
|
$
|
(956
|
)
|
|
(1.1
|
)%
|
Sales of food and beverages - golf
|
35,173
|
|
|
33,956
|
|
|
1,217
|
|
|
3.6
|
%
|
|||
Other golf revenue
|
24,693
|
|
|
21,941
|
|
|
2,752
|
|
|
12.5
|
%
|
|||
Interest income
|
77
|
|
|
72
|
|
|
5
|
|
|
6.9
|
%
|
|||
Total revenues
|
146,719
|
|
|
143,701
|
|
|
3,018
|
|
|
2.1
|
%
|
|||
Expenses
|
|
|
|
|
|
|
|
|||||||
Operating expenses - golf (including repairs and maintenance expense)
|
122,104
|
|
|
120,375
|
|
|
1,729
|
|
|
1.4
|
%
|
|||
Cost of sales - golf
|
15,428
|
|
|
15,161
|
|
|
267
|
|
|
1.8
|
%
|
|||
General and administrative expense (including acquisition and transaction expense)
|
2,785
|
|
|
1,362
|
|
|
1,423
|
|
|
104.5
|
%
|
|||
Depreciation and amortization
|
12,515
|
|
|
13,872
|
|
|
(1,357
|
)
|
|
(9.8
|
)%
|
|||
Interest expense
|
5,363
|
|
|
7,300
|
|
|
(1,937
|
)
|
|
(26.5
|
)%
|
|||
Total expenses
|
158,195
|
|
|
158,070
|
|
|
125
|
|
|
0.1
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Other loss, net
|
(292
|
)
|
|
(228
|
)
|
|
(64
|
)
|
|
(28.1
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Loss from continuing operations before income tax
|
$
|
(11,768
|
)
|
|
$
|
(14,597
|
)
|
|
$
|
2,829
|
|
|
19.4
|
%
|
•
|
Margin Exposure and Recourse Financings
– We have margin exposure on
$434.9 million
repurchase agreements related to the financing of FNMA/FHLMC securities. We have a
$102.0 million
term loan related to the financing of golf properties (See Note 10 to Part I, Item 1. “Financial Statements” for additional information). The mezzanine note payable and golf loans were repaid in April 2016 and June 2016, respectively. See Note 6 to Part I, Item 1. “Financial Statements” for additional information.
|
|
August 2, 2016
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||
FNMA/FHLMC securities
|
$
|
434,866
|
|
|
$
|
361,085
|
|
|
$
|
348,625
|
|
Golf term loan
|
102,000
|
|
|
102,000
|
|
|
—
|
|
|||
Golf loans
|
—
|
|
|
—
|
|
|
70,000
|
|
|||
Mezzanine note payable
|
—
|
|
|
—
|
|
|
11,660
|
|
|||
Total recourse financings outstanding face amount
|
$
|
536,866
|
|
|
$
|
463,085
|
|
|
$
|
430,285
|
|
•
|
For a further discussion of recent trends and events affecting our liquidity, see “– Market Considerations” above;
|
•
|
As described above, under “– Update on Liquidity, Capital Resources and Capital Obligations,” we are subject to margin calls in connection with our repurchase agreements;
|
•
|
Our remaining investments, generally financed with short-term debt or short-term repurchase agreements, are also subject to refinancing risk upon the maturity of the related debt. See “– Debt Obligations” below; and
|
•
|
For a further discussion of a number of risks that could affect our liquidity, access to capital resources and our capital obligations, see Part II, Item 1A., “Risk Factors” below.
|
•
|
Access to Financing from Counterparties
– Decisions by investors, counterparties and lenders to enter into transactions with us will depend upon a number of factors, such as our historical and projected financial performance, compliance with the terms of our current credit and derivative arrangements, industry and market trends, the availability of capital and our investors’, counterparties’ and lenders’ policies and rates applicable thereto, and the relative attractiveness of alternative investment or lending opportunities. Our business strategy is dependent upon our investments at rates that provide a positive net spread.
|
•
|
Impact of Expected Repayment or Forecasted Sale on Cash Flows –
The timing of and proceeds from the repayment or sale of certain investments may be different than expected or may not occur as expected. Proceeds from sales of assets in the current illiquid market environment are unpredictable and may vary materially from their estimated fair value and their carrying value.
|
|
Outstanding Face Amount
|
|
Amortized Cost Basis (A)
|
|
Percentage of Total Amortized Cost Basis
|
|
Fair Value
|
|
Carrying Value
|
|
Number of Investments
|
|
Credit (B)
|
|
Weighted Average Life (years) (C)
|
||||||||||
Debt Investment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Assets (D)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
CDO Securities (E)
|
$
|
14,768
|
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
9,910
|
|
|
$
|
9,910
|
|
|
2
|
|
C
|
|
4.5
|
|
Other Investments (F)
|
21,339
|
|
|
21,339
|
|
|
2.3
|
%
|
|
22,847
|
|
|
21,339
|
|
|
1
|
|
NR
|
|
—
|
|
||||
Total Commercial Assets
|
36,107
|
|
|
21,339
|
|
|
2.3
|
%
|
|
32,757
|
|
|
31,249
|
|
|
|
|
|
|
4.5
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Residential Loans
|
777
|
|
|
442
|
|
|
0.1
|
%
|
|
476
|
|
|
442
|
|
|
3
|
|
NR
|
|
1.8
|
|
||||
Non-Agency RMBS
|
4,000
|
|
|
716
|
|
|
0.1
|
%
|
|
3,078
|
|
|
3,078
|
|
|
1
|
|
C
|
|
9.6
|
|
||||
Real Estate ABS Small Business Loans
|
8,464
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
1
|
|
C
|
|
0.0
|
|
||||
|
13,241
|
|
|
1,158
|
|
|
0.2
|
%
|
|
3,554
|
|
|
3,520
|
|
|
|
|
|
|
3.0
|
|
||||
FNMA/FHLMC
|
428,881
|
|
|
453,116
|
|
|
49.4
|
%
|
|
452,815
|
|
|
452,815
|
|
|
12
|
|
AAA
|
|
4.0
|
|
||||
Total Residential Assets
|
442,122
|
|
|
454,274
|
|
|
49.6
|
%
|
|
456,369
|
|
|
456,335
|
|
|
|
|
|
|
4.0
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Corporate Bank Loans (G)
|
172,158
|
|
|
143,526
|
|
|
15.6
|
%
|
|
159,598
|
|
|
143,526
|
|
|
2
|
|
NR
|
|
0.8
|
|
||||
Total Corporate Assets
|
172,158
|
|
|
143,526
|
|
|
15.6
|
%
|
|
159,598
|
|
|
143,526
|
|
|
|
|
|
|
0.8
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Debt Investments
|
650,387
|
|
|
619,139
|
|
|
67.5
|
%
|
|
$
|
648,724
|
|
|
631,110
|
|
|
|
|
|
|
3.3
|
|
|||
Golf Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Golf Investment (H)
|
380,625
|
|
|
298,103
|
|
|
32.5
|
%
|
|
|
|
298,103
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Portfolio/Weighted Average
|
$
|
1,031,012
|
|
|
$
|
917,242
|
|
|
100.0
|
%
|
|
|
|
$
|
929,213
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reconciliation to GAAP total assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Subprime mortgage loans subject to call option (I)
|
|
|
|
|
|
|
$
|
362,931
|
|
|
|
|
|
|
|
||||||||||
Cash and restricted cash
|
|
|
|
|
|
|
|
|
|
|
|
58,125
|
|
|
|
|
|
|
|
|
|||||
Receivables from brokers, dealers and clearing organizations
|
|
|
|
|
|
373,097
|
|
|
|
|
|
|
|
||||||||||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
44,288
|
|
|
|
|
|
|
|
|
|||||
GAAP total assets
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,767,654
|
|
|
|
|
|
|
|
|
(A)
|
Net of impairment.
|
(B)
|
Credit represents the weighted average of minimum rating for rated 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.
|
(C)
|
Weighted average life is based on the timing of expected principal reduction on the asset.
|
(D)
|
Excludes 2 CMBS investments with zero carrying value, which had an aggregate face amount of
$10.3 million
and
2
mezzanine loans with
zero
carrying value, which had an aggregate face amount of
$17.8 million
.
|
(E)
|
Represents non-consolidated CDO securities, excluding
12
securities with zero value, which had an aggregate face amount of
$183.5 million
.
|
(F)
|
Represents an equity investment in a real estate owned property.
|
(G)
|
Excludes 2 bank loans with zero carrying value, which had an aggregate face amount of $45.7 million.
|
(H)
|
Face amount of the golf investment represents the gross carrying amount, including intangibles, and excludes accumulated depreciation and amortization. Basis amount of the golf investments represents carrying value including intangibles.
|
(I)
|
Our subprime mortgage loans subject to call option are excluded because they result from an option, not an obligation, to repurchase such loans, are noneconomic until such option is exercised, and are offset by an equal liability on the Consolidated Balance Sheets.
|
Weighted average asset yield
|
7.38
|
%
|
Weighted average funding cost
|
0.67
|
%
|
Net interest spread
|
6.71
|
%
|
Deal
|
|
Loan Count
|
|
Outstanding Face Amount
|
|
Amortized Cost Basis(A)
|
|
Percentage of Total Amortized Cost Basis
|
|
Fair Value
|
|
Carrying Value(A)
|
|
Average Loan Age (years)
|
|
Original Balance
|
|
Delinquency 90+/FC/REO (B)
|
|
Cumulative Loss to Date
|
||||||||||||||
Residential Loans
|
|
3
|
|
|
$
|
777
|
|
|
$
|
442
|
|
|
100.0
|
%
|
|
$
|
476
|
|
|
$
|
442
|
|
|
1.8
|
|
$
|
945
|
|
|
80.8
|
%
|
|
—
|
%
|
(A)
|
Amortized cost basis and carrying value excludes negligible interest receivable for the residential housing loans.
|
(B)
|
The percentage of loans that are 90+ days delinquent or in foreclosure or considered REO.
|
|
Collateral Characteristics
|
|||||||||||||
Vintage (B)
|
Average Loan Age (years)
|
|
Collateral Factor (C)
|
|
3 Month CPR (D)
|
|
Delinquency (E)
|
|
Cumulative Losses to Date
|
|||||
2006
|
10.9
|
|
|
0.17
|
|
|
11.4
|
%
|
|
15.5
|
%
|
|
19.2
|
%
|
Total / WA
|
10.9
|
|
|
0.17
|
|
|
11.4
|
%
|
|
15.5
|
%
|
|
19.2
|
%
|
(A)
|
This includes subprime retained securities in the securitization of Subprime Portfolio I. For further information on this securitization, see Note 6 to our Consolidated Financial Statements included herein.
|
(B)
|
The year in which the securities were issued.
|
(C)
|
The ratio of original unpaid principal balance of loans still outstanding.
|
(D)
|
Three month average constant prepayment rate.
|
(E)
|
The percentage of underlying loans that are 90+ days delinquent, or in foreclosure or considered REO.
|
Industry
|
|
Average Minimum Rating (A)
|
|
Number
|
|
Outstanding Face Amount
|
|
Amortized Cost Basis
|
|
Percentage of Total Amortized Cost Basis
|
|
Fair Value
|
|
Carrying Value
|
||||||||||
Resorts (B)
|
|
NR
|
|
1
|
|
|
$
|
158,461
|
|
|
$
|
142,389
|
|
|
99.2
|
%
|
|
$
|
158,461
|
|
|
$
|
142,389
|
|
Restaurant
|
|
NR
|
|
1
|
|
|
13,697
|
|
|
1,137
|
|
|
0.8
|
%
|
|
1,137
|
|
|
1,137
|
|
||||
Total / WA
|
|
NR
|
|
2
|
|
|
$
|
172,158
|
|
|
$
|
143,526
|
|
|
100.0
|
%
|
|
$
|
159,598
|
|
|
$
|
143,526
|
|
(A)
|
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. We had no corporate assets that were on negative watch for possible downgrade by at least one rating agency as of
June 30, 2016
.
|
(B)
|
Excludes 2 bank loans with zero carrying value, which had an aggregate face amount of $45.7 million.
|
|
|
Number of Properties
|
|
Number of Golf Holes
|
||
Leased
|
|
|
|
|
||
Public
|
|
43
|
|
|
801
|
|
Private
|
|
5
|
|
|
144
|
|
Total Leased
|
|
48
|
|
|
945
|
|
Owned
|
|
|
|
|
||
Public
|
|
12
|
|
|
234
|
|
Private
|
|
15
|
|
|
306
|
|
Total Owned
|
|
27
|
|
|
540
|
|
Managed
|
|
10
|
|
|
162
|
|
Total
|
|
85
|
|
|
1,647
|
|
|
|
|
|
|
||
Location
|
|
|
|
|
||
California
|
|
53
|
|
|
1,017
|
|
Florida
|
|
1
|
|
|
54
|
|
Georgia
|
|
10
|
|
|
171
|
|
Idaho
|
|
1
|
|
|
18
|
|
Michigan
|
|
1
|
|
|
18
|
|
New Jersey
|
|
2
|
|
|
36
|
|
New Mexico
|
|
1
|
|
|
27
|
|
New York
|
|
5
|
|
|
108
|
|
Oklahoma
|
|
3
|
|
|
54
|
|
Oregon
|
|
2
|
|
|
36
|
|
Tennessee
|
|
2
|
|
|
36
|
|
Texas
|
|
3
|
|
|
54
|
|
Washington
|
|
1
|
|
|
18
|
|
|
|
85
|
|
|
1,647
|
|
|
Nonrecourse
|
|
Recourse
|
|
Total
|
||||||
Period from July 1, 2016 through December 31, 2016
|
$
|
1,456
|
|
|
$
|
361,085
|
|
|
$
|
362,541
|
|
2017
|
3,129
|
|
|
—
|
|
|
3,129
|
|
|||
2018
|
3,335
|
|
|
—
|
|
|
3,335
|
|
|||
2019
|
3,411
|
|
|
102,000
|
|
|
105,411
|
|
|||
2020
|
2,289
|
|
|
—
|
|
|
2,289
|
|
|||
2021
|
898
|
|
|
—
|
|
|
898
|
|
|||
Thereafter
|
363,176
|
|
|
51,004
|
|
|
414,180
|
|
|||
Total
|
$
|
377,694
|
|
|
$
|
514,089
|
|
|
$
|
891,783
|
|
|
|
|
Three Months Ended June 30, 2016
|
|
Six Months Ended June 30, 2016
|
||||||||||||||||||||
|
Outstanding
Face Amount
at June 30, 2016 |
|
Average Daily Amount Outstanding
|
|
Maximum
Amount
Outstanding
|
|
Weighted Average Interest Rate
|
|
Average Daily Amount Outstanding
|
|
Maximum Amount Outstanding
|
|
Weighted Average Interest Rate
|
||||||||||||
FNMA/FHLMC
|
$
|
361,085
|
|
|
$
|
362,848
|
|
|
$
|
366,433
|
|
|
0.65
|
%
|
|
$
|
357,375
|
|
|
$
|
366,433
|
|
|
0.67
|
%
|
Golf Loans
|
$
|
—
|
|
|
$
|
65,879
|
|
|
$
|
68,500
|
|
|
4.44
|
%
|
|
$
|
67,750
|
|
|
$
|
70,000
|
|
|
4.27
|
%
|
|
|
|
Amount
|
||
Declared for the Quarter Ended
|
Paid
|
|
Per Share
|
||
March 31, 2016
|
April 2016
|
|
$
|
0.12
|
|
June 30, 2016
|
July 2016
|
|
$
|
0.12
|
|
|
|
|
|
Amount Per Share
|
||||||||||
Declared for the Quarter Ended
|
|
Paid
|
|
Series B
|
|
Series C
|
|
Series D
|
||||||
January 31, 2016
|
|
January 2016
|
|
$
|
0.609
|
|
|
$
|
0.503
|
|
|
$
|
0.523
|
|
April 30, 2016
|
|
April 2016
|
|
$
|
0.609
|
|
|
$
|
0.503
|
|
|
$
|
0.523
|
|
July 31, 2016
|
|
July 2016
|
|
$
|
0.609
|
|
|
$
|
0.503
|
|
|
$
|
0.523
|
|
|
Gains (Losses) on Cash Flow Hedges
|
|
Gains (Losses) on Securities
|
|
Total Accumulated Other Comprehensive Income (Loss)
|
||||||
Accumulated other comprehensive income, December 31, 2015
|
$
|
20
|
|
|
$
|
33,277
|
|
|
$
|
33,297
|
|
Net unrealized gain on securities
|
—
|
|
|
7,802
|
|
|
7,802
|
|
|||
Reclassification of net realized gain on securities into earnings
|
—
|
|
|
(8,426
|
)
|
|
(8,426
|
)
|
|||
Reclassification of net realized gain on deconsolidation of CDO VI
|
—
|
|
|
(20,682
|
)
|
|
(20,682
|
)
|
|||
Reclassification of net realized gain on derivatives designated as cash flow hedges into earnings
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
|||
Accumulated other comprehensive income, June 30, 2016
|
$
|
—
|
|
|
$
|
11,971
|
|
|
$
|
11,971
|
|
•
|
Net cash receipts from our CDOs decreased approximately $5.1 million for the
six months ended June 30, 2016
compared to the
six months ended June 30, 2015
primarily due to lower interest proceeds as a result of the liquidation of CDO VIII and IX in June 2015.
|
•
|
Net cash receipts from our other debt portfolios decreased by $1.1 million primarily due to lower net receipts on our FNMA/FHLMC securities as a result of a lower face amount held during the
six months ended June 30, 2016
compared to the the
six months ended June 30, 2015
.
|
•
|
Operating cash flows from our Golf business increased by $8.2 million primarily due to: (i) the introduction of a new driving range program at public golf properties, (ii) decreased interest expense payments as a result of the golf debt repurchased in August 2015, (iii) increased food and beverage sales due to increased private events and (iv) decreased operating expenses as a result of the termination of certain leased golf properties in 2015.
|
•
|
A decrease of approximately $3.3 million in other operating expenses paid during the
six months ended June 30, 2016
compared to the
six months ended June 30, 2015
primarily due to expenses incurred at the end of 2014 that were paid in the first quarter of 2015 associated with the spin-off of New Senior Investment Group Inc.
|
•
|
In April 2006, we securitized Subprime Portfolio I. The loans were sold to a securitization trust, of which 80% were treated as a sale, which is an off-balance sheet financing.
|
•
|
In July 2007, we securitized our Subprime Portfolio II. The loans were sold to a securitization trust, of which 90% were treated as a sale, which is an off-balance sheet financing.
|
•
|
On June 17, 2011, we deconsolidated CDO V, which is now effectively an off-balance sheet financing.
|
•
|
On March 31, 2016, we deconsolidated CDO VI, which is now effectively an off-balance sheet financing.
|
•
|
In February 2016, we signed an amendment to the golf repurchase agreement to extend the maturity to May 31, 2016 with an option to extend to June 30, 2016. In May 2016, we exercised the option to extend the maturity to June 30, 2016.
|
•
|
In June 2016, Newcastle obtained third-party financing on
22
golf properties for a total of
$102.0 million
at a floating rate of the greater of: (i) 30 day LIBOR +
4.70%
or (ii)
6.50%
. At the time of closing, we purchased a co-terminus LIBOR interest rate cap of
1.80%
. See Note 10 to Part I, Item 1. "Financial Statements" for additional information about this financing.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Income applicable to common stockholders
|
$
|
1,651
|
|
|
17,019
|
|
|
$
|
73,675
|
|
|
$
|
14,927
|
|
|
Add (Deduct):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Impairment
|
645
|
|
|
13,679
|
|
|
2,953
|
|
|
14,084
|
|
||||
Other loss (income)(A)
|
1,322
|
|
|
(29,044
|
)
|
|
(78,750
|
)
|
|
(29,231
|
)
|
||||
Impairment (reversal), other (income) loss and other adjustments from discontinued operations(B)
|
—
|
|
|
(317
|
)
|
|
—
|
|
|
(306
|
)
|
||||
Depreciation and amortization(C)
|
9,029
|
|
|
9,837
|
|
|
17,694
|
|
|
19,309
|
|
||||
Acquisition, restructuring and spin-off related expenses(D)
|
1,246
|
|
|
333
|
|
|
1,737
|
|
|
371
|
|
||||
Core earnings
|
$
|
13,893
|
|
|
$
|
11,507
|
|
|
$
|
17,309
|
|
|
$
|
19,154
|
|
(A)
|
Net of $0.4 million and $0.7 million related to other income from an equity method investment during the
three and six months ended June 30, 2016
, respectively, and includes $82.1 million gain related to the deconsolidation of CDO VI during the
six months ended June 30, 2016
. Net of $0.3 million and $0.6 million related to other income from an equity method investment during the
three and six months ended June 30, 2015
, respectively.
|
(B)
|
Includes gain on settlement of investments of $0.3 million and $0.3 million and depreciation and amortization of $0 and less than $0.1 million for the
three and six months ended June 30, 2015
, respectively.
|
(C)
|
Including accretion of membership deposit liabilities of $1.4 million and $2.9 million and amortization of favorable and unfavorable leasehold intangibles of $1.1 million and $2.3 million in the
three and six months ended June 30, 2016
, respectively. Including accretion of membership deposit liabilities of $1.5 million and $2.9 million and amortization of favorable and unfavorable leasehold intangibles of $1.2 million and $2.5 million in the
three and six months ended June 30, 2015
, respectively. The accretion of membership deposit liabilities was recorded to interest expense and the amortization of favorable and unfavorable leasehold intangibles was recorded to operating expenses - golf.
|
(D)
|
Including acquisition and transaction expenses of $1.2 million and $1.4 million and restructuring expenses of zero and $0.3 million during the
three and six months ended June 30, 2016
, respectively. Including acquisition and transaction expenses of $0.3 million and restructuring expenses of less than $0.1 million during both the
three and six months ended June 30, 2015
. The acquisition and transaction costs are recorded to general and administrative expense and restructuring expense was recorded to operating expenses - golf.
|
(a)
|
Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 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 report. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information is recorded, processed, summarized and reported accurately and completely. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective.
|
(b)
|
Changes in Internal Control Over Financial Reporting. There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d- 15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
|
•
|
Interest rates and credit spreads;
|
•
|
The availability of credit, including the price, terms and conditions under which it can be obtained;
|
•
|
The quality, pricing and availability of suitable investments and credit losses with respect to our investments;
|
•
|
The ability to obtain accurate market-based valuations;
|
•
|
Loan values relative to the value of the underlying real estate assets;
|
•
|
Default rates on both residential and commercial mortgages and the amount of the related losses;
|
•
|
Prepayment speeds;
|
•
|
The actual and perceived state of the real estate markets, market for dividend-paying stocks and the U.S. economy and public capital markets generally;
|
•
|
Unemployment rates; and
|
•
|
The attractiveness of other types of investments relative to investments in real estate or REITs generally.
|
•
|
risks of delinquency and foreclosure, and risks of loss in the event thereof;
|
•
|
the dependence upon the successful operation of and net income from real property;
|
•
|
risks generally incident to interests in real property; and
|
•
|
risks that may be presented by the type and use of a particular property.
|
•
|
limited liquidity in the secondary trading market;
|
•
|
substantial market price volatility resulting from changes in prevailing interest rates or credit spreads;
|
•
|
subordination to the prior claims of senior lenders to the issuer;
|
•
|
the possibility that earnings of the debt security issuer may be insufficient to meet its debt service; and
|
•
|
the declining creditworthiness and potential for insolvency of the issuer of such debt securities.
|
•
|
part of the income and gain recognized by certain qualified employee pension trusts with respect to our stock may be treated as unrelated business taxable income if shares of our stock are predominantly held by qualified employee pension trusts, and we are required to rely on a special look-through rule for purposes of meeting one of the REIT ownership tests, and we are not operated in a manner to avoid treatment of such income or gain as unrelated business taxable income;
|
•
|
part of the income and gain recognized by a tax-exempt investor with respect to our stock would constitute unrelated business taxable income if the investor incurs debt in order to acquire the stock; and
|
•
|
to the extent that we are (or a part of us, or a disregarded subsidiary of ours, is) a “taxable mortgage pool,” or if we hold residual interests in a real estate mortgage investment conduit, a portion of the distributions paid to a tax- exempt stockholder that is allocable to excess inclusion income may be treated as unrelated business taxable income.
|
•
|
market conditions in the broader stock market in general, or in the REIT or real estate industry in particular;
|
•
|
our ability to make investments with attractive risk-adjusted returns;
|
•
|
market perception of our current and projected financial condition, potential growth, future earnings and future cash dividends;
|
•
|
announcements we make regarding dividends;
|
•
|
actual or anticipated fluctuations in our quarterly financial and operating results;
|
•
|
market perception or media coverage of our Manager or its affiliates;
|
•
|
additional offerings of our common stock;
|
•
|
actions by rating agencies;
|
•
|
short sales of our common stock;
|
•
|
any decision to pursue a distribution or disposition of a meaningful portion of our assets;
|
•
|
issuance of new or changed securities analysts’ reports or recommendations;
|
•
|
media coverage of us, other REITs or the outlook of the real estate and golf industries;
|
•
|
major reductions in trading volumes on the exchanges on which we operate;
|
•
|
credit deterioration within our portfolio;
|
•
|
legislative or regulatory developments, including changes in the status of our regulatory approvals or licenses;
|
•
|
litigation and governmental investigations; and
|
•
|
any decision to pursue a spin-off of a portion of our assets.
|
•
|
any person who beneficially owns 10% or more of the voting power of the corporation’s outstanding shares; or
|
•
|
an affiliate or associate of a corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding stock of the corporation.
|
•
|
A person is not an interested stockholder under the statute if the board of directors approved in advance the transaction by which he or she otherwise would have become an interested stockholder.
|
•
|
After the five-year prohibition, any business combination between the Maryland corporation and an interested stockholder generally must be recommended by the board of directors of the corporation and approved by the affirmative vote of at least:
|
•
|
80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation voting together as a single group; and
|
•
|
two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder voting together as a single voting group.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
Exhibit Description
|
|
|
|
|
2.1 †
|
Separation and Distribution Agreement dated April 26, 2013, between New Residential Investment Corp. and the Company (incorporated by reference to the Company’s Quarterly Report on Form 10-Q, Exhibit 2.1, filed on May 3, 2013).
|
|
|
|
|
2.2 †
|
Separation and Distribution Agreement dated October 16, 2014, between New Senior Investment Group Inc. and the Company (incorporated by reference to the Company’s Quarterly Report on Form 10-Q, Exhibit 3.2, filed on November 5, 2014).
|
|
|
|
|
3.1
|
Articles of Amendment and Restatement (incorporated by reference to Amendment No. 5 to the Company’s Registration Statement on Form S-11 (File No. 333-90578), Exhibit 3.1).
|
|
|
|
|
3.2
|
Articles Supplementary relating to the Series B Preferred Stock (incorporated by reference to the Company’s Quarterly Report on Form 10-Q, Exhibit 3.3, filed on May 13, 2003).
|
|
|
|
|
3.3
|
Articles Supplementary relating to the Series C Preferred Stock (incorporated by reference to the Company’s Report on Form 8-K, Exhibit 3.3, filed on October 25, 2005).
|
|
|
|
|
3.4
|
Articles Supplementary relating to the Series D Preferred Stock (incorporated by reference to the Company’s Report on Form 8-A, Exhibit 3.1, filed on March 14, 2007).
|
|
|
|
|
3.5
|
Articles of Amendment (incorporated by reference to the Company’s Report on Form 8-K, Exhibit 3.1, filed on June 10, 2013).
|
|
|
|
|
3.6
|
Amended and Restated By-laws (incorporated by reference to the Company’s Report on Form 8-K, Exhibit 3.1, filed on May 5, 2006).
|
|
|
|
|
3.7
|
Articles of Amendment (incorporated by reference to the Company’s Report on Form 8-K, Exhibit 3.1, filed on August 19, 2014).
|
|
|
|
|
3.8
|
Articles of Amendment (incorporated by reference to the Company’s Report on Form 8-K, Exhibit 3.1, filed on October 22, 2014).
|
|
|
|
|
4.1
|
Junior Subordinated Indenture between Newcastle Investment Corp. and The Bank of New York Mellon Trust Company, National Association, dated April 30, 2009 (incorporated by reference to the Company’s Report on Form 8-K, Exhibit 4.1, filed on May 4, 2009).
|
|
|
|
|
4.2
|
Pledge and Security Agreement between Newcastle Investment Corp. and The Bank of New York Mellon Trust Company, National Association, as trustee, dated April 30, 2009 (incorporated by reference to the Company’s Report on Form 8-K, Exhibit 4.2, filed on May 4, 2009).
|
|
|
|
|
4.3
|
Pledge, Security Agreement and Account Control Agreement among Newcastle Investment Corp., NIC TP LLC, as pledgor, and The Bank of New York Mellon Trust Company, National Association, as bank and trustee, dated April 30, 2009 (incorporated by reference to the Company’s Report on Form 8- K, Exhibit 4.3, filed on May 4, 2009).
|
|
|
|
|
10.1
|
Amended and Restated Management and Advisory Agreement by and among the Company and FIG LLC, dated April 25, 2013 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q, Exhibit 10.1, filed on May 3, 2013).
|
|
|
|
|
10.2
|
2012 Newcastle Investment Corp. Nonqualified Stock Option and Incentive Award Plan, adopted as of May 7, 2012 (incorporated by reference to the Company’s Report on Form 10-K, Exhibit 10.3, filed on February 28, 2013).
|
|
|
|
|
10.3
|
2014 Newcastle Investment Corp. Nonqualified Stock Option and Incentive Award Plan (incorporated by reference to Annex A of the Company’s definitive proxy statement for the 2014 annual meeting of stockholders filed on April 17, 2014).
|
|
|
|
|
10.4
|
Amended and Restated 2014 Newcastle Investment Corp. Nonqualified Stock Option and Incentive Award Plan, adopted as of September 17, 2014 (incorporated by reference to the Company’s Report on Form 10-K, Exhibit 10.4, filed on March 2, 2015).
|
|
|
|
|
Exhibit Number
|
Exhibit Description
|
|
|
|
|
10.5
|
Amended and Restated 2014 Newcastle Investment Corp. Nonqualified Stock Option and Incentive Award Plan, adopted as of November 3, 2014 (incorporated by reference to the Company’s Report on Form 10-K, Exhibit 10.5, filed on March 2, 2015).
|
|
|
|
|
10.6
|
2015 Newcastle Investment Corp. Nonqualified Option and Incentive Award Plan, adopted as of April 16, 2015 (incorporated by reference to Annex A of the Company’s definitive proxy statement for the 2015 annual meeting of stockholders filed on April 17, 2015).
|
|
|
|
|
10.7
|
2016 Newcastle Investment Corp. Nonqualified Option and Incentive Award Plan (incorporated by reference to the Company's Report on Form 8-K, Exhibit 10.1, filed on May 19, 2016).
|
|
|
|
|
10.8
|
Exchange Agreement between Newcastle Investment Corp. and Taberna Preferred Funding IV, Ltd., Taberna Preferred Funding V, Ltd., Taberna Preferred Funding VI, Ltd. And Taberna Preferred Funding VII, Ltd., dated April 30, 2009 (incorporated by reference to the Company’s Report on Form 8-K, Exhibit 10.1, filed on May 4, 2009).
|
|
|
|
|
10.9
|
Exchange Agreement, dated as of January 29, 2010, by and among Newcastle Investment Corp., Taberna Capital Management, LLC, Taberna Preferred Funding IV, Ltd., Taberna Preferred Funding V, Ltd., Taberna Preferred Funding VI, Ltd. And Taberna Preferred Funding VII, Ltd. (incorporated by reference to the Company’s Report on Form 8-K, Exhibit 10.1, filed on February 2, 2010).
|
|
|
|
|
10.10
|
Sale and Cooperation Agreement, dated September 7, 2012, among Newcastle Investment Corp., Barclays Bank PLC and ED LIMITED (incorporated by reference to the Company’s Report on Form 10-Q, Exhibit 10.33, filed on October 26, 2012).
|
|
|
|
|
10.11
|
Purchase and Sale Agreement, dated November 18, 2013, by and between the Sellers named therein and the Purchasers named therein (incorporated by reference to the Company’s Annual Report on Form 10-K, Exhibit 10.16, filed on March 3, 2014).
|
|
|
|
|
10.12
|
Master Lease, dated December 23, 2013, by and among the Landlords named therein and NCT Master Tenant I LLC (incorporated by reference to the Company’s Annual Report on Form 10-K, Exhibit 10.17, filed on March 3, 2014).
|
|
|
|
|
10.13
|
Form of Indemnification Agreement (incorporated by reference to the Company’s Report on Form 10-Q, Exhibit 10.19, filed on August 8, 2014).
|
|
|
|
|
10.14
|
Settlement Agreement by and among Newcastle Investment Corp. and BLR Partners LP, and the persons listed on Schedule A thereto, dated as of February 2, 2016 (incorporated by reference to the Company’s Report on Schedule 13D, Amendment No. 2, filed on February 4, 2016).
|
|
|
|
|
31.1
|
Certification of Chief Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
31.2
|
Certification of Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
32.1
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
32.2
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
101.INS*
|
XBRL Instance Document.
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101.SCH*
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XBRL Taxonomy Extension Schema Document.
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101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase Document.
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase Document.
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101.LAB*
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XBRL Taxonomy Extension Label Linkbase Document.
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase Document.
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NEWCASTLE INVESTMENT CORP.
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By:
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/s/ Kenneth M. Riis
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Kenneth M. Riis
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Chief Executive Officer and President
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August 9, 2016
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By:
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/s/ Justine A. Cheng
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Justine A. Cheng
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Chief Financial Officer, Chief Operating Officer and Treasurer
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August 9, 2016
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By:
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/s/ Eun Nam
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Eun Nam
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Interim Chief Accounting Officer
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August 9, 2016
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1 Year Drive Shack Chart |
1 Month Drive Shack Chart |
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