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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2004
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
---------------------- -----------------------
Commission File Number: 001-31458
NEWCASTLE INVESTMENT CORP.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 81-0559116
- ------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1251 Avenue of the Americas, New York, NY 10020
----------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(212) 798-6100
---------------------------------------------------
(Registrant's telephone number, including area code)
-------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ].
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act). Yes [X] No [ ].
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date.
COMMON STOCK, $0.01 PAR VALUE PER SHARE: 38,234,481 SHARES OUTSTANDING AS OF
AUGUST 9, 2004.
NEWCASTLE INVESTMENT CORP.
FORM 10-Q
INDEX
PAGE
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 2004 (unaudited) and December 31, 2003 1
Consolidated Statements of Income (unaudited) for the three and six months ended June 30, 2004 and 2003 2
Consolidated Statements of Stockholders' Equity (unaudited) for the six months ended June 30, 2004 and 2003 3
Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2004 and 2003 4
Notes to Consolidated Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk 25
Item 4. Controls and Procedures 30
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 31
Item 2. Changes in Securities and Use of Proceeds 31
Item 3. Defaults upon Senior Securities 31
Item 4. Submission of Matters to a Vote of Security Holders 31
Item 5. Other Information 31
Item 6. Exhibits and Reports on Form 8-K 32
SIGNATURES 33
CAUTIONARY STATEMENTS
The information contained in this quarterly report on Form 10-Q is not a
complete description of our business or the risks associated with an investment
in our company. We urge you to carefully review and consider the various
disclosures made by us in this report and in our other filings with the
Securities and Exchange Commission ("SEC"), including our annual report on Form
10-K for the year ended December 31, 2003, that discuss our business in greater
detail.
This report contains certain "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements relate to, among other things, the operating performance of our
investments and financing needs. Forward-looking statements are generally
identifiable by use of forward-looking terminology such as "may," "will,"
"should," "potential," "intend," "expect," "endeavor," "seek," "anticipate,"
"estimate," "overestimate," "underestimate," "believe," "could," "project,"
"predict," "continue" or other similar words or expressions. Forward-looking
statements are based on certain assumptions, discuss future expectations,
describe future plans and strategies, contain projections of results of
operations or of financial condition or state other forward-looking information.
Our ability to predict results or the actual effect of future plans or
strategies is inherently uncertain. Although we believe that the expectations
reflected in such forward-looking statements are based on reasonable
assumptions, our actual results and performance could differ materially from
those set forth in the forward-looking statements. These forward-looking
statements involve risks, uncertainties and other factors that may cause our
actual results in future periods to differ materially from forecasted results.
Factors which could have a material adverse effect on our operations and future
prospects include, but are not limited to, changes in economic conditions
generally and the real estate and bond markets specifically; adverse changes in
the financing markets we access affecting our ability to finance our real estate
securities portfolios in general, or in a manner that maintains our historic net
spreads; changes in interest rates and/or credit spreads, as well as the success
of our hedging strategy in relation to such changes; the quality and size of the
investment pipeline and the rate at which we can invest our cash, including cash
obtained in connection with CBO financings; impairments in the value of the
collateral underlying our real estate securities, real estate related loans and
residential mortgage loans; the relation of any impairments in the value of our
real estate securities portfolio or operating real estate to our judgments as to
whether changes in the market value of our securities are temporary or not and
whether circumstances bearing on the value of our operating real estate warrant
changes in carrying values; changes in the markets; legislative/regulatory
changes; completion of pending investments; the availability and cost of capital
for future investments; competition within the finance and real estate
industries; and other risks detailed from time to time in our SEC reports.
Readers are cautioned not to place undue reliance on any of these
forward-looking statements, which reflect our management's views as of the date
of this report. The factors noted above could cause our actual results to differ
significantly from those contained in any forward-looking statement. For a
discussion of our critical accounting policies see "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Application of
Critical Accounting Policies."
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. We are under no duty to update any of the
forward-looking statements after the date of this report to conform these
statements to actual results.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NEWCASTLE INVESTMENT CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share data)
JUNE 30, 2004
(UNAUDITED) DECEMBER 31, 2003
----------- -----------------
ASSETS
Real estate securities, available for sale $ 2,510,159 $ 2,089,712
Real estate securities portfolio deposit 18,741 19,541
Other securities, available for sale 239,292 221,577
Real estate related loans, net 378,377 341,193
Investments in unconsolidated subsidiaries 52,358 30,640
Operating real estate, net 88,008 102,995
Real estate held for sale 11,119 29,404
Residential mortgage loans, net 674,149 586,237
Cash and cash equivalents 131,435 60,403
Restricted cash 14,422 13,132
Deferred costs, net 7,751 10,304
Derivative assets 9,488 -
Receivables and other assets 28,138 27,943
----------- -----------
$ 4,163,437 $ 3,533,081
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
CBO bonds payable $ 2,205,404 $ 1,793,533
Other bonds payable 248,339 260,674
Notes payable 162,660 154,562
Repurchase agreements 806,102 715,783
Derivative liabilities - 32,457
Dividends payable 23,956 16,703
Due to affiliates 4,550 2,445
Accrued expenses and other liabilities 11,168 17,561
----------- -----------
3,462,179 2,993,718
----------- -----------
STOCKHOLDERS' EQUITY
Preferred stock, $0.01 par value, 100,000,000 shares authorized, 2,500,000
shares of Series B Cumulative Redeemable Preferred Stock, liquidation
preference $25.00 per share, issued and outstanding 62,500 62,500
Common stock, $0.01 par value, 500,000,000 shares authorized, 38,234,481 and
31,374,833 shares issued and outstanding at June 30, 2004 and
December 31, 2003, respectively 382 314
Additional paid-in capital 626,112 451,806
Dividends in excess of earnings (16,458) (14,670)
Accumulated other comprehensive income 28,722 39,413
----------- -----------
701,258 539,363
----------- -----------
$ 4,163,437 $ 3,533,081
=========== ===========
1
NEWCASTLE INVESTMENT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(dollars in thousands, except share data)
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
---------------------------- ----------------------------
2004 2003 2004 2003
------------ ------------ ------------ ------------
REVENUES
Interest income $ 56,142 $ 30,805 $ 105,172 $ 55,834
Rental and escalation income 3,727 5,312 9,524 10,225
Gain on settlement of investments 4,446 3,628 9,582 6,119
------------ ------------ ------------ ------------
64,315 39,745 124,278 72,178
------------ ------------ ------------ ------------
EXPENSES
Interest expense 33,620 19,324 63,039 33,681
Property operating expense 1,806 2,203 4,197 4,555
Loan and security servicing expense 861 521 1,643 923
General and administrative expense 1,257 767 2,455 1,597
Management fee to affiliate 2,563 1,449 4,960 2,754
Incentive compensation to affiliate 1,236 1,626 3,610 2,956
Depreciation and amortization 519 496 1,072 952
------------ ------------ ------------ ------------
41,862 26,386 80,976 47,418
------------ ------------ ------------ ------------
Income before equity in earnings of unconsolidated subsidiaries 22,453 13,359 43,302 24,760
Equity in earnings of unconsolidated subsidiaries 2,218 -- 3,441 -
------------ ------------ ------------ ------------
Income from continuing operations 24,671 13,359 46,743 24,760
Income (loss) from discontinued operations (1,496) 58 (1,717) (240)
------------ ------------ ------------ ------------
NET INCOME 23,175 13,417 45,026 24,520
Preferred dividends (1,524) (1,524) (3,047) (1,727)
------------ ------------ ------------ ------------
INCOME AVAILABLE FOR COMMON STOCKHOLDERS $ 21,651 $ 11,893 $ 41,979 $ 22,793
============ ============ ============ ============
NET INCOME PER SHARE OF COMMON STOCK
BASIC $ 0.60 $ 0.51 $ 1.19 $ 0.97
============ ============ ============ ============
DILUTED $ 0.59 $ 0.50 $ 1.17 $ 0.96
============ ============ ============ ============
Income from continuing operations per share of common stock, after
preferred dividends
Basic $ 0.64 $ 0.51 $ 1.24 $ 0.98
============ ============ ============ ============
Diluted $ 0.63 $ 0.50 $ 1.22 $ 0.97
============ ============ ============ ============
Income (loss) from discontinued operations per share of common stock
Basic $ (0.04) $ 0.00 $ (0.05) $ (0.01)
============ ============ ============ ============
Diluted $ (0.04) $ 0.00 $ (0.05) $ (0.01)
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF SHARES OF
COMMON STOCK OUTSTANDING
BASIC 36,160,778 23,488,652 35,281,696 23,488,585
============ ============ ============ ============
DILUTED 36,670,603 23,678,807 35,828,575 23,649,521
============ ============ ============ ============
DIVIDENDS DECLARED PER COMMON SHARE $ 0.60 $ 0.50 $ 1.20 $ 0.95
============ ============ ============ ============
2
NEWCASTLE INVESTMENT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003
(dollars in thousands)
PREFERRED STOCK COMMON STOCK
---------------------- -----------------------
SHARES AMOUNT SHARES AMOUNT
--------- ---------- ---------- ----------
STOCKHOLDERS' EQUITY - DECEMBER 31, 2003 2,500,000 $ 62,500 31,374,833 $ 314
Dividends declared - - - -
Issuance of common stock - - 6,750,000 67
Exercise of common stock options - - 107,500 1
Issuance of common stock to directors - - 2,148 -
Comprehensive income:
Net income - - - -
Unrealized (loss) on securities - - - -
Reclassification of realized (gains) on securities into earnings - - - -
Foreign currency translation - - - -
Reclassification of realized foreign currency translation into earnings - - - -
Unrealized gain on derivatives designated as cash flow hedges - - - -
Total comprehensive income
--------- ---------- ---------- ----------
STOCKHOLDERS' EQUITY - JUNE 30, 2004 2,500,000 $ 62,500 38,234,481 $ 382
========= ========== ========== ==========
STOCKHOLDERS' EQUITY - DECEMBER 31, 2002 - $ - 23,488,517 $ 235
Dividends declared - - - -
Issuance of preferred stock 2,500,000 62,500 - -
Issuance of common stock to directors - - 1,540 -
Comprehensive income:
Net income - - - -
Unrealized gain on securities - - - -
Reclassification of realized (gains) on securities into earnings - - - -
Foreign currency translation - - - -
Unrealized (loss) on derivatives designated as cash flow hedges - - - -
Total comprehensive income
--------- ---------- ---------- ----------
STOCKHOLDERS' EQUITY - JUNE 30, 2003 2,500,000 $ 62,500 23,490,057 $ 235
========= ========== ========== ==========
DIVIDENDS ACCUM. TOTAL
ADDITIONAL IN EXCESS OTHER STOCK-
PAID-IN OF COMP. HOLDERS'
CAPITAL EARNINGS INCOME EQUITY
---------- ---------- ---------- ----------
STOCKHOLDERS' EQUITY - DECEMBER 31, 2003 $ 451,806 $ (14,670) $ 39,413 $ 539,363
Dividends declared - (46,814) - (46,814)
Issuance of common stock 172,818 - - 172,885
Exercise of common stock options 1,428 - - 1,429
Issuance of common stock to directors 60 - - 60
Comprehensive income:
Net income - 45,026 - 45,026
Unrealized (loss) on securities - - (39,915) 39,915
Reclassification of realized (gains) on securities into earnings - - (8,967) (8,967)
Foreign currency translation - - (414) (414)
Reclassification of realized foreign currency translation into earnings - - (395) (395)
Unrealized gain on derivatives designated as cash flow hedges - - 39,000 39,000
----------
Total comprehensive income 34,335
---------- ---------- ---------- ----------
STOCKHOLDERS' EQUITY - JUNE 30, 2004 $ 626,112 $ (16,458) $ 28,722 $ 701,258
========== ========== ========== ==========
STOCKHOLDERS' EQUITY - DECEMBER 31, 2002 $ 290,935 $ (13,966) $ 7,037 $ 284,241
Dividends declared - (24,041) - (24,041)
Issuance of preferred stock (2,436) - - 60,064
Issuance of common stock to directors 30 - - 30
Comprehensive income:
Net income - 24,520 - 24,520
Unrealized gain on securities - - 44,704 44,704
Reclassification of realized (gains) on securities into earnings - - (6,198) (6,198)
Foreign currency translation - - 4,009 4,009
Unrealized (loss) on derivatives designated as cash flow hedges - - (14,074) (14,074)
----------
Total comprehensive income 52,961
---------- ---------- ---------- ----------
STOCKHOLDERS' EQUITY - JUNE 30, 2003 $ 288,529 $ (13,487) $ 35,478 $ 373,255
========== ========== ========== ==========
3
NEWCASTLE INVESTMENT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
(dollars in thousands)
SIX MONTHS ENDED JUNE 30,
-------------------------
2004 2003
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 45,026 $ 24,520
Adjustments to reconcile net income to net cash provided by operating activities
(inclusive of amounts related to discontinued operations):
Depreciation and amortization 1,124 1,487
Accretion of discount and other amortization (972) (2,344)
Equity in earnings of unconsolidated subsidiaries (3,441) -
Deferred rent (922) (713)
Gain on settlement of investments (8,006) (6,247)
Unrealized gain on non-hedge derivatives (1,281) (1,471)
Non-cash directors' compensation 60 30
Change in:
Restricted cash (1,626) (792)
Receivables and other assets 440 (3,367)
Due to affiliates 2,105 482
Accrued expenses and other liabilities (6,171) 1,359
--------- ---------
Net cash provided by operating activities 26,336 12,944
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of real estate securities (576,757) (550,234)
Proceeds from sale of real estate securities 96,860 68,269
Deposit on real estate securities (treated as a derivative) (33,657) (17,415)
Purchase of other securities (40,913) (48,678)
Purchase of loans (314,858) (358,594)
Repayments of loan and security principal 148,230 27,521
Proceeds from settlement of loans 123,595 162,554
Purchase and improvement of operating real estate (203) (65)
Proceeds from sale of operating real estate 27,460 5,139
Contributions to unconsolidated subsidiaries (26,788) -
Distributions from unconsolidated subsidiaries 8,511 -
Payment of deferred costs (278) -
--------- ---------
Net cash used in investing activities (588,798) (711,503)
--------- ---------
Continued on Page 5
4
NEWCASTLE INVESTMENT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
(dollars in thousands)
SIX MONTHS ENDED JUNE 30,
-------------------------
2004 2003
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of CBO bonds payable 409,612 467,094
Repayments of other bonds payable (11,320) (3,029)
Borrowings under notes payable 40,000 -
Repayments of notes payable (29,723) (442)
Borrowings under repurchase agreements 281,819 340,591
Repayments of repurchase agreements (191,500) (167,197)
Issuance of preferred stock - 62,500
Costs related to issuance of preferred stock - (2,436)
Issuance of common stock 175,628 -
Costs related to issuance of common stock (2,743) -
Exercise of common stock options 1,429 -
Dividends paid (39,561) (20,441)
Payment of deferred financing costs (147) (2,396)
--------- ---------
Net cash provided by financing activities 633,494 674,244
--------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 71,032 (24,315)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 60,403 45,463
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 131,435 $ 21,148
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest expense $ 61,122 $ 34,097
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock dividends declared but not paid $ 22,940 $ 11,745
Preferred stock dividends declared but not paid $ 1,016 $ 1,016
Deposit used in acquisition of real estate securities (treated as a derivative) $ 35,457 $ 44,409
5
NEWCASTLE INVESTMENT CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
JUNE 30, 2004
(dollars in tables in thousands, except per share data)
1. GENERAL
Newcastle Investment Corp. (and its subsidiaries, "Newcastle") is a Maryland
corporation that was formed in June 2002. Newcastle conducts its business
through four primary segments: (i) real estate securities, (ii) real estate
related loans, (iii) operating real estate, and (iv) residential mortgage loans.
In October 2002, Newcastle sold 7.0 million shares of its common stock in a
public offering (the "IPO") at a price to the public of $13.00 per share, for
net proceeds of approximately $80.0 million. During 2003, Newcastle sold an
aggregate of approximately 7.9 million shares of its common stock in two public
offerings for net proceeds of approximately $163.3 million. During the first six
months of 2004, Newcastle sold an aggregate of approximately 6.8 million shares
of its common stock in two public offerings for net proceeds of approximately
$172.9 million. Newcastle had 38,234,481 shares of common stock outstanding at
June 30, 2004. Approximately 2.3 million shares of Newcastle's common stock were
held by an affiliate of the Manager (as defined below) at June 30, 2004. In
addition, an affiliate of the Manager held options to purchase approximately 1.4
million shares of Newcastle's common stock at June 30, 2004.
Newcastle is organized and conducts its operations to qualify as a real estate
investment trust ("REIT") for federal income tax purposes. As such, Newcastle
will generally not be subject to federal income tax on that portion of its
income that is distributed to stockholders if it distributes at least 90% of its
REIT taxable income to its stockholders by prescribed dates and complies with
various other requirements.
Newcastle is party to a management agreement (the "Management Agreement") with
Fortress Investment Group LLC (the "Manager"), an affiliate, under which the
Manager advises Newcastle on various aspects of its business and manages its
day-to-day operations, subject to the supervision of Newcastle's board of
directors. For its services, the Manager receives an annual management fee and
incentive compensation, both as defined in the Management Agreement.
The accompanying consolidated financial statements and related notes of
Newcastle have been prepared in accordance with accounting principles generally
accepted in the United States for interim financial reporting and the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain
information and footnote disclosures normally included in financial statements
prepared under accounting principles generally accepted in the United States
have been condensed or omitted. In the opinion of management, all adjustments
considered necessary for a fair presentation of Newcastle's financial position,
results of operations and cash flows have been included and are of a normal and
recurring nature. The operating results presented for interim periods are not
necessarily indicative of the results that may be expected for any other interim
period or for the entire year. These financial statements should be read in
conjunction with Newcastle's December 31, 2003 consolidated financial statements
and notes thereto included in Newcastle's annual report on Form 10-K filed with
the Securities and Exchange Commission. Capitalized terms used herein, and not
otherwise defined, are defined in Newcastle's December 31, 2003 consolidated
financial statements.
2. INFORMATION REGARDING BUSINESS SEGMENTS
Newcastle conducts its business through four primary segments: real estate
securities, real estate related loans, operating real estate and residential
mortgage loans.
6
NEWCASTLE INVESTMENT CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2004 (dollars in tables in thousands, except per share data)
Summary financial data on Newcastle's segments is given below, together with a
reconciliation to the same data for Newcastle as a whole:
Real Estate Real Estate Operating Real
Securities Related Loans Estate
----------- ------------ --------------
June 30, 2004 and the Six Months then Ended
Gross revenues $ 92,239 $ 13,857 $ 9,538
Operating expenses (573) (14) (4,414)
----------- ------------ ------------
Operating income (loss) 91,666 13,843 5,124
Interest expense (46,371) (9,700) (2,593)
Depreciation and amortization - - (1,072)
Equity in earnings of unconsolidated subsidiaries - 1,978 1,463
----------- ------------ ------------
Income (loss) from continuing operations 45,295 6,121 2,922
Income from discontinued operations - - (1,717)
----------- ------------ ------------
Net Income (Loss) $ 45,295 $ 6,121 $ 1,205
=========== ============ ============
Revenue derived from non-US sources:
Canada $ - $ - $ 7,443
=========== ============ ============
Belgium $ - $ - $ 2,305
=========== ============ ============
Total assets $ 2,829,789 $ 389,677 $ 139,407
=========== ============ ============
Long-lived assets outside the US:
Canada $ - $ - $ 52,203
=========== ============ ============
Belgium $ - $ - $ 46,924
=========== ============ ============
December 31, 2003
Total assets $ 2,385,265 $ 353,779 $ 146,635
=========== ============ ============
Long-lived assets outside the US:
Canada $ - $ - $ 54,250
=========== ============ ============
Belgium $ - $ - $ 78,149
=========== ============ ============
Three Months Ended June 30, 2004
Gross revenues $ 48,467 $ 7,788 $ 3,728
Operating expenses (318) (7) (1,927)
----------- ------------ ------------
Operating income (loss) 48,149 7,781 1,801
Interest expense (24,789) (5,463) (1,126)
Depreciation and amortization - - (519)
Equity in earnings of unconsolidated subsidiaries - 909 1,309
----------- ------------ ------------
Income (loss) from continuing operations 23,360 3,227 1,465
Income from discontinued operations - - (1,496)
----------- ------------ ------------
Net Income (Loss) $ 23,360 $ 3,227 $ (31)
=========== ============ ============
Revenue derived from non-US sources:
Canada $ - $ - $ 2,739
=========== ============ ============
Belgium $ - $ - $ 331
=========== ============ ============
Residential
Mortgage
Loans Unallocated Total
----------- ----------- -----------
June 30, 2004 and the Six Months then Ended
Gross revenues $ 8,443 $ 201 $ 124,278
Operating expenses (1,091) (10,773) (16,865)
----------- ----------- -----------
Operating income (loss) 7,352 (10,572) 107,413
Interest expense (4,375) - (63,039)
Depreciation and amortization - - (1,072)
Equity in earnings of unconsolidated subsidiaries - - 3,441
----------- ----------- -----------
Income (loss) from continuing operations 2,977 (10,572) 46,743
Income from discontinued operations - - (1,717)
----------- ----------- -----------
Net Income (Loss) $ 2,977 $ (10,572) $ 45,026
=========== =========== ===========
Revenue derived from non-US sources:
Canada $ - $ - $ 7,443
=========== =========== ===========
Belgium $ - $ - $ 2,305
=========== =========== ===========
Total assets $ 676,044 $ 128,520 $ 4,163,437
=========== =========== ===========
Long-lived assets outside the US:
Canada $ - $ - $ 52,203
=========== =========== ===========
Belgium $ - $ - $ 46,924
=========== =========== ===========
December 31, 2003
Total assets $ 587,831 $ 59,571 $ 3,533,081
=========== =========== ===========
Long-lived assets outside the US:
Canada $ - $ - $ 54,250
=========== =========== ===========
Belgium $ - $ - $ 78,149
=========== =========== ===========
Three Months Ended June 30, 2004
Gross revenues $ 4,241 $ 91 $ 64,315
Operating expenses (555) (4,916) (7,723)
----------- ----------- -----------
Operating income (loss) 3,686 (4,825) 56,592
Interest expense (2,242) - (33,620)
Depreciation and amortization - - (519)
Equity in earnings of unconsolidated subsidiaries - - 2,218
----------- ----------- -----------
Income (loss) from continuing operations 1,444 (4,825) 24,671
Income from discontinued operations - - (1,496)
----------- ----------- -----------
Net Income (Loss) $ 1,444 $ (4,825) $ 23,175
=========== =========== ===========
Revenue derived from non-US sources:
Canada $ - $ - $ 2,739
=========== =========== ===========
Belgium $ - $ - $ 331
=========== =========== ===========
Continued on Page 8
7
NEWCASTLE INVESTMENT CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2004 (dollars in tables in thousands, except per share data)
Real Estate Real Estate Operating Real Residential
Securities Related Loans Estate Mortgage Loans Unallocated Total
----------- ------------- -------------- -------------- ----------- --------
Six Months Ended June 30, 2003
Gross revenues $ 55,438 $ - $ 10,224 $ 6,444 $ 72 $ 72,178
Operating expenses (329) - (4,912) (665) (6,879) (12,785)
-------- -------- -------- -------- -------- --------
Operating income (loss) 55,109 - 5,312 5,779 (6,807) 59,393
Interest expense (28,564) - (2,195) (2,922) - (33,681)
Depreciation and amortization - - (952) - - (952)
-------- -------- -------- -------- -------- --------
Income (loss) from continuing operations 26,545 - 2,165 2,857 (6,807) 24,760
Income (loss) from discontinued operations - - (240) - - (240)
-------- -------- -------- -------- -------- --------
Net Income (Loss) $ 26,545 $ - $ 1,925 $ 2,857 $ (6,807) $ 24,520
======== ======== ======== ======== ======== ========
Revenue derived from non-US sources:
Canada $ - $ - $ 8,825 $ - $ - $ 8,825
======== ======== ======== ======== ======== ========
Belgium $ - $ - $ 3,923 $ - $ - $ 3,923
======== ======== ======== ======== ======== ========
Three Months Ended June 30, 2003
Gross revenues $ 30,895 $ - $ 5,295 $ 3,483 $ 72 $ 39,745
Operating expenses (171) - (2,352) (406) (3,637) (6,566)
-------- -------- -------- -------- -------- --------
Operating income (loss) 30,724 - 2,943 3,077 (3,565) 33,179
Interest expense (16,423) - (1,112) (1,789) - (19,324)
Depreciation and amortization - - (496) - - (496)
-------- -------- -------- -------- -------- --------
Income (loss) from continuing operations 14,301 - 1,335 1,288 (3,565) 13,359
Income from discontinued operations - - 58 - - 58
-------- -------- -------- -------- -------- --------
Net Income (Loss) $ 14,301 $ - $ 1,393 $ 1,288 $ (3,565) $ 13,417
======== ======== ======== ======== ======== ========
Revenue derived from non-US sources:
Canada $ - $ - $ 4,602 $ - $ - $ 4,602
======== ======== ======== ======== ======== ========
Belgium $ - $ - $ 2,001 $ - $ - $ 2,001
======== ======== ======== ======== ======== ========
8
NEWCASTLE INVESTMENT CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2004
(dollars in tables in thousands, except per share data)
3. REAL ESTATE SECURITIES
The following is a summary of Newcastle's real estate securities at June 30,
2004, all of which are classified as available for sale and are therefore marked
to market through other comprehensive income pursuant to SFAS No. 115
"Accounting for Certain Investments in Debt and Equity Securities." Unrealized
losses that are considered other than temporary are recognized currently in
income. There were no such losses incurred during the six months ended June 30,
2004. The unrealized losses on Newcastle's securities are primarily the result
of market factors, rather than credit impairment, and Newcastle believes their
carrying amounts are fully recoverable. One of the securities has an immaterial
interest shortfall; no other securities are delinquent. Ten of the securities,
with an aggregate unrealized loss of approximately $9.3 million, have been in an
unrealized loss position for more than twelve months. The unrealized losses on
these particular securities were primarily caused by changes in credit spreads
which management believes to be temporary; no material loss is expected to be
realized on such securities.
Gross Unrealized Weighted Average
--------------------- ----------------------------------
Current Face Amortized Carrying S&P Maturity
Amount Cost Basis Gains Losses Value Rating Coupon Yield (Years)
------------ ----------- --------- --------- ---------- ------ ------ ----- --------
Portfolio I
CMBS $ 308,715 $ 282,978 $ 18,889 $ (4,898) $ 296,969 BB+ 6.86% 8.79% 6.34
Unsecured REIT debt 215,195 216,322 12,823 (3,674) 225,471 BBB- 6.72% 6.62% 6.70
----------- ----------- --------- --------- ---------- ---- ---- ---- ----
Subtotal - Portfolio I 523,910 499,300 31,712 (8,572) 522,440 BBB- 6.80% 7.85% 6.49
----------- ----------- --------- --------- ---------- ---- ---- ---- ----
Portfolio II
CMBS 263,428 254,544 12,422 (2,354) 264,612 BBB- 6.30% 7.08% 6.14
Unsecured REIT debt 144,445 144,176 9,727 (1,430) 152,473 BBB- 7.19% 7.19% 7.46
Asset-backed securities 64,875 63,073 1,019 (2,735) 61,357 A+ 6.38% 7.05% 6.59
----------- ----------- --------- --------- ---------- ---- ---- ---- ----
Subtotal - Portfolio II 472,748 461,793 23,168 (6,519) 478,442 BBB- 6.58% 7.11% 6.61
----------- ----------- --------- --------- ---------- ---- ---- ---- ----
Portfolio III
CMBS 337,364 349,398 261 (5,954) 343,705 BBB 5.86% 5.23% 5.62
Unsecured REIT debt 97,110 101,491 2,561 (547) 103,505 BBB 6.88% 6.12% 7.99
Asset-backed securities 64,136 62,693 1,128 (575) 63,246 A 4.22% 4.83% 4.77
----------- ----------- --------- --------- ---------- ---- ---- ---- ----
Subtotal - Portfolio III 498,610 513,582 3,950 (7,076) 510,456 BBB 5.85% 5.36% 5.97
----------- ----------- --------- --------- ---------- ---- ---- ---- ----
Portfolio IV
CMBS 344,803 335,348 4,300 (540) 339,108 BBB- 4.55% 5.04% 4.42
Unsecured REIT debt 105,848 109,591 1,908 (403) 111,096 BBB 6.60% 5.95% 7.91
Asset-backed securities 49,467 46,756 2,159 - 48,915 A- 4.86% 5.66% 6.13
----------- ----------- --------- --------- ---------- ---- ---- ---- ----
Subtotal - Portfolio IV 500,118 491,695 8,367 (943) 499,119 BBB 5.01% 5.30% 5.33
----------- ----------- --------- --------- ---------- ---- ---- ---- ----
Portfolio V
CMBS 258,294 254,553 832 (8,473) 246,912 BBB- 4.88% 5.04% 6.73
Unsecured REIT debt 76,475 80,542 - (4,722) 75,820 BBB- 5.77% 5.04% 8.60
Asset-backed securities 86,042 86,215 177 (147) 86,245 A- 2.91% 2.91% 5.13
----------- ----------- --------- --------- ---------- ---- ---- ---- ----
Subtotal - Portfolio V 420,811 421,310 1,009 (13,342) 408,977 BBB 4.64% 4.60% 6.74
----------- ----------- --------- --------- ---------- ---- ---- ---- ----
Total Real Estate
Securities* $ 2,416,197 $ 2,387,680 $ 68,206 $ (36,452) $2,419,434 BBB- 5.82% 6.07% 6.21
=========== =========== ========= ========= ========== ==== ==== ==== ====
Other Securities
Rated $ 248,927 $ 225,882 $ 2,155 $ (2,429) $ 225,608 BB 7.04% 8.47% 4.98
Unrated 17,400 13,684 - - 13,684 N/A 12.05% 18.84% 2.50
----------- ----------- --------- --------- ---------- ---- ---- ---- ----
Total Other Securities $ 266,327 $ 239,566 $ 2,155 $ (2,429) $ 239,292 BB 7.37% 9.06% 4.82
=========== =========== ========= ========= ========== ==== ==== ==== ====
Total Securities $ 2,682,524 $ 2,627,246 $ 70,361 $ (38,881) $2,658,726 BBB- 5.97% 6.35% 6.07
=========== =========== ========= ========= ========== ==== ==== ==== ====
*Carrying value excludes restricted cash of $90.7 million included in Real
Estate Securities pending its reinvestment.
The total current face amount of fixed rate securities was $2,003.3 million, and
of floating rate securities was $679.2 million.
9
NEWCASTLE INVESTMENT CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2004
(dollars in tables in thousands, except per share data)
4. RECENT ACTIVITIES
In July 2004, Newcastle refinanced $342.5 million of the AAA and AA bonds in its
first collateralized debt obligation which was issued in 1999. $322.5 million of
AAA bonds were refinanced at LIBOR + 0.30% from LIBOR + 0.65% and $20.0 million
of AA bonds were refinanced at LIBOR + 0.50% from LIBOR + 0.80%.
In June 2004, Newcastle consummated the sale of five properties in its LIV
portfolio in Belgium. These properties have been classified as held for sale
since December 2003. Newcastle recognized a $1.5 million loss on this sale in
December 2003. In addition, Newcastle recognized a $1.6 million loss in June
2004, primarily related to the prepayment of the $25.4 million of debt on such
properties.
In May 2004, Newcastle sold 3.45 million shares of its common stock in a public
offering at a price to the public of $25.75 per share, for net proceeds of
approximately $87.1 million. For the purpose of compensating the Manager for its
successful efforts in raising capital for Newcastle, in connection with this
offering, Newcastle granted options to the Manager to purchase 345,000 shares of
Newcastle's common stock at the public offering price, which were valued at
approximately $0.5 million.
In May 2004, Newcastle executed an agreement with a major investment bank for
the right to purchase commercial mortgage backed securities, unsecured REIT
debt, real estate loans and other asset-backed securities (the "Portfolio VI
Collateral") for its next real estate securities portfolio which is targeted to
be $500 million. The agreement is treated as a non-hedge derivative for
accounting purposes and is therefore marked-to-market through current income; a
gain of approximately $0.1 million has been recorded in interest income through
June 30, 2004. The Portfolio VI Collateral is expected to be included in a
financing transaction in which Newcastle would acquire the equity interest ("CBO
VI"). As of June 30, 2004, approximately $189.9 million of the Portfolio VI
Collateral had been accumulated. Through June 30, 2004, Newcastle had made
deposits aggregating approximately $18.6 million under such agreement (the
"Portfolio VI Deposit"). If CBO VI is not consummated, except as a result of
Newcastle's gross negligence, willful misconduct or breach of contract,
Newcastle would be required to pay the Net Loss, if any, as defined, up to the
Portfolio VI Deposit, less any Excess Carry Amount, as defined, earned on such
deposit. Although Newcastle currently anticipates completing CBO VI in the near
term, there is no assurance that CBO VI will be consummated or on what terms it
will be consummated.
In March 2004, Newcastle committed to a plan to sell one property in the LIV
portfolio (in addition to the five classified as held for sale at December 31,
2003). Newcastle expects a sale of this property be completed in 2004.
Accordingly, this property has been reclassified as Real Estate Held for Sale.
Although Newcastle currently anticipates completing this sale in the near term,
there is no assurance that this sale will be completed or on what terms it will
be completed. Pursuant to SFAS No. 144, Newcastle has retroactively recorded the
operations of such property, including the interest expense on the related
mortgage balance which would be repaid upon its sale, in Income from
Discontinued Operations for all periods presented.
In 2003, Newcastle entered into an agreement for the right to purchase
securities (the "Portfolio V Collateral") for its next real estate securities
portfolio. The agreement was treated as a non-hedge derivative for accounting
purposes and was therefore marked-to-market through current income; a gain of
approximately $1.1 million has been recorded during the period ended June 30,
2004. In March 2004, Newcastle completed its fifth CBO financing, CBO V, whereby
the Portfolio V Collateral was purchased by a consolidated subsidiary which
issued $414.0 million face amount of investment grade senior bonds and $36.0
million face amount of non-investment grade subordinated bonds, which were
retained by Newcastle, in a private placement. Four classes of the senior bonds
bear floating interest rates. Newcastle obtained an interest rate swap in order
to hedge its exposure to the risk of changes in market interest rates with
respect to these bonds.
In March 2004, Newcastle purchased a 49% interest in a $153 million portfolio of
approximately 200 convenience and retail gas stores located in ten states
throughout the southeastern and southwestern regions of the U.S. The properties
are subject to a sale-leaseback arrangement under long-term triple net leases
with a 15 year minimum term. Circle K Stores Inc. ("Tenant"), an indirect wholly
owned subsidiary of Alimentation Couche-Tard Inc. ("ACT"), is the counterparty
under the leases. ACT guarantees the obligations of Tenant under the leases.
Newcastle structured this transaction through a joint venture in a limited
liability company, in which it invested approximately $26.8 million of equity,
with a private investment fund managed by an affiliate of the Manager, pursuant
to which it co-invested on equal terms. This investment was financed with a
$101.9 million bridge loan at the limited liability company level ($93.4 million
of which was outstanding at June 30, 2004). Newcastle and the affiliate of the
Manager have each guaranteed 50% of such loan. Newcastle expects to permanently
refinance such loan in the third quarter of 2004 at which time its guaranty will
terminate. Newcastle believes the fair value of its guaranty is negligible at
10
NEWCASTLE INVESTMENT CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2004
(dollars in tables in thousands, except per share data)
June 30, 2004. The Manager receives from this private investment fund, in
addition to management fees, incentive compensation if the fund's aggregate
investment returns exceed certain thresholds. This limited liability company is
an investment company and therefore maintains its financial records on a fair
value basis. Newcastle has retained such accounting relative to its investment
in such limited liability company, which is accounted for under the equity
method at fair value. This investment is included in the operating real estate
segment.
In January 2004, Newcastle purchased from an underwriter $31.5 million face
amount of B and BB rated securities of Global Signal Trust I, a special purpose
vehicle established by Global Signal Inc., at a price resulting in a weighted
average yield of approximately 9.00%. Newcastle financed these securities with
approximately $21.3 million of repurchase agreements. Newcastle obtained
interest rate swaps in order to hedge its risk of exposure to changes in market
interest rates with respect to this debt. Two of Newcastle's directors are the
CEO and President of Global Signal, Inc., respectively. A private equity fund
managed by an affiliate of the Manager owns a significant portion of Global
Signal Inc.'s common stock; the Manager receives from this private equity fund,
in addition to management fees, incentive compensation if the fund's aggregate
investment returns exceed certain thresholds. Pursuant to this underwritten 144A
offering, approximately $418.0 million of Global Signal Trust I securities were
issued in 7 classes, rated AAA through B, of which the B and BB classes
constituted $73.0 million. The balance of the B and BB securities was sold on
identical terms to a private investment fund managed by an affiliate of the
Manager and to a large third party mutual fund complex; the Manager receives
from this private investment fund, in addition to management fees, incentive
compensation if the fund's aggregate investment returns exceed certain
thresholds. The proceeds of the 144A offering were utilized by Global Signal
Inc. to repay an existing credit facility, to pay an extraordinary dividend of
approximately $140 million to its stockholders of which approximately $67
million was paid to the above-referenced private equity fund, and for general
working capital purposes.
In January 2004, Newcastle sold 3.3 million shares of its common stock in a
public offering at a price to the public of $26.30 per share, for net proceeds
of approximately $85.8 million. For the purpose of compensating the Manager for
its successful efforts in raising capital for Newcastle, in connection with this
offering, Newcastle granted options to the Manager to purchase 330,000 shares of
Newcastle's common stock at the public offering price, which were valued at
approximately $0.6 million.
5. DERIVATIVE INSTRUMENTS
The following table summarizes the notional amounts and fair (carrying) values
of Newcastle's derivative financial instruments as of June 30, 2004.
Notional Amount Fair Value Longest Maturity
--------------- ---------- ----------------
Interest rate caps treated as hedges (A) $ 640,939 $ 6,155 October 2015
Interest rate swaps, treated as hedges (B) $ 1,414,395 $13,293 November 2018
Non-hedge derivative obligations (B) (C) $ (643) July 2038
(A) Included in Deferred Costs, Net.
(B) Included in Derivative Assets, which also includes accrued interest.
(C) Represents two essentially offsetting interest rate caps and two
essentially offsetting interest rate swaps, each with notional amounts
of $32.5 million, an interest rate cap with a notional amount of $17.5
million, and an interest rate cap with a notional amount of
approximately $65.5 million.
6. EARNINGS PER SHARE
Newcastle is required to present both basic and diluted earnings per share
("EPS"). Basic EPS is calculated by dividing net income available for common
stockholders by the weighted average number of shares of common stock
outstanding during each period. Diluted EPS is calculated by dividing net income
available for common stockholders by the weighted average number of shares of
common stock outstanding plus the additional dilutive effect of common stock
equivalents during each period. Newcastle's common stock equivalents are its
outstanding stock options. Net income available for common stockholders is equal
to net income less preferred dividends.
11
NEWCASTLE INVESTMENT CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2004
(dollars in tables in thousands, except per share data)
The following is a reconciliation of the weighted average number of shares of
common stock outstanding on a diluted basis.
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
---------------------------------- --------------------------------
2004 2003 2004 2003
---------- ---------- ---------- ----------
Weighted average number of shares of common
stock outstanding, basic 36,160,778 23,488,652 35,281,696 23,488,585
Dilutive effect of stock options, based
on the treasury stock method 509,825 190,155 546,879 160,936
Weighted average number of shares of common
stock outstanding, diluted 36,670,603 23,678,807 35,828,575 23,649,521
During and after the first quarter of 2004, the Manager assigned, for no value,
a total of approximately 0.7 million of its options for Newcastle's common stock
to certain of the Manager's employees, of which approximately 0.1 million were
immediately exercised. As of June 30, 2004, Newcastle's outstanding options are
summarized as follows:
Held by the Manager 1,417,525
Issued to the Manager and subsequently transferred to
certain of the Manager's employees 638,702
Held by directors 13,000
---------
Total 2,069,227
=========
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following should be read in conjunction with the unaudited consolidated
financial statements and notes included herein.
GENERAL
We own a diversified portfolio of moderately credit sensitive real estate
securities, including commercial mortgage backed securities (including B-notes),
senior unsecured debt issued by property REITs and real estate related asset
backed securities. Mortgage backed securities are interests in or obligations
secured by pools of mortgage loans. We generally target investments rated A
through BB. We also own, directly and indirectly, interest in loans and pools of
loans, including real estate related loans and residential mortgage loans. We
also own, directly and indirectly, interests in operating real estate, including
credit leased operating real estate in Canada and Belgium. We consider credit
leased operating real estate to be real estate that is leased primarily to
tenants with, or whose major tenant has, investment grade credit ratings.
We seek to match-fund our investments with respect to interest rates and
maturities in order to minimize the impact of interest rate fluctuations on
earnings and reduce the risk of refinancing our liabilities prior to the
maturity of the investments. We seek to finance a substantial portion of our
real estate securities through the issuance of debt securities in the form of
collateralized bond obligations, known as CBOs, which are obligations issued in
multiple classes secured by an underlying portfolio of securities. Our CBO
financings offer us structural flexibility to buy and sell certain investments
to manage risk and, subject to certain limitations, to optimize returns.
Our objective is to maximize the difference between the yield on our investments
and the cost of financing these investments while hedging our interest rate
risk. We emphasize asset quality, diversification, match-funded financing and
credit risk management.
We were formed in June 2002 as a wholly owned subsidiary of Newcastle Investment
Holdings Corp. (referred to herein as Holdings) for the purpose of separating
the real estate securities and certain of the credit leased operating real
estate businesses from Holdings' other investments. Prior to our initial public
offering, Holdings contributed to us certain assets and liabilities in exchange
for 16.5 million shares of our common stock. Our operations commenced on July
12, 2002. On May 19, 2003, Holdings distributed to its stockholders all of the
shares of our common stock that it held, and it no longer owns any of our common
equity. Approximately 2.3 million shares of our common stock were held by an
affiliate of our manager at June 30, 2004. In addition, an affiliate of our
manager held options to purchase approximately 1.4 million shares of our common
stock at June 30, 2004.
In October 2002, we sold 7.0 million shares of our common stock in our initial
public offering at a price to the public of $13.00 per share, for net proceeds
of approximately $80.0 million. During 2003, we sold an aggregate of
approximately 7.9 million shares of our common stock in two public offerings for
net proceeds of approximately $163.3 million. During the first six months of
2004, we sold an aggregate of approximately 6.8 million shares of our common
stock in two public offerings for net proceeds of approximately $172.9 million.
At June 30, 2004, we had 38,234,481 shares of common stock outstanding.
We are organized and conduct our operations to qualify as a REIT for federal
income tax purposes. As such, we will generally not be subject to federal income
tax on that portion of our income that is distributed to stockholders if we
distribute at least 90% of our REIT taxable income to our stockholders by
prescribed dates and comply with various other requirements.
We conduct our business by investing in four primary investment categories
(business segments): (i) real estate securities, (ii) real estate related loans
(iii) operating real estate, including credit leased operating real estate,
including a portfolio of properties located in Canada, which we refer to as our
Bell Canada portfolio, and a portfolio of properties located in Belgium, which
we refer to as our LIV portfolio, and (iv) residential mortgage loans.
Revenues attributable to each segment are disclosed below (unaudited) (in
thousands).
Residential
For the Six Months Real Estate Real Estate Operating Mortgage
Ended June 30, Securities Related Loans Real Estate Loans Unallocated Total
- ------------------ ----------- ------------- ----------- ----------- ----------- ---------
2004 $ 92,239 $ 13,857 $ 9,538 $ 8,443 $ 201 $ 124,278
2003 $ 55,438 $ - $ 10,224 $ 6,444 $ 72 $ 72,178
13
APPLICATION OF CRITICAL ACCOUNTING POLICIES
Management's discussion and analysis of financial condition and results of
operations is based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States ("GAAP"). The preparation of financial statements in conformity
with GAAP requires the use of estimates and assumptions that could affect the
reported amounts of assets and liabilities, the disclosure of contingent assets
and liabilities and the reported amounts of revenue and expenses. Actual results
could differ from these estimates. The following is a summary of our accounting
policies that are most effected by judgments, estimates and assumptions.
In December 2003, Financial Accounting Standards Board Interpretation ("FIN")
No. 46R "Consolidation of Variable Interest Entities" was issued as a
modification of FIN 46. FIN 46R, which became effective in the first quarter of
2004, clarifies the methodology for determining whether an entity is a variable
interest entity ("VIE") and the methodology for assessing who is the primary
beneficiary of a VIE. Under FIN 46R, only the primary beneficiary of a VIE may
consolidate the VIE. We have historically consolidated our five existing CBO
transactions (the "CBO Entities") because we own the entire equity interest in
each of them, representing a substantial portion of their capitalization, and we
control the management and resolution of their assets.
VIEs are defined as entities in which equity investors do not have the
characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. A VIE is required to be
consolidated by its primary beneficiary, and only by its primary beneficiary,
which is defined as the party who will absorb a majority of the VIE's expected
losses or receive a majority of the expected residual returns as a result of
holding variable interests.
We have determined that certain of the CBO Entities are VIEs and that we are the
primary beneficiary of each of these VIEs and will therefore continue to
consolidate them. We have also determined that the application of FIN 46R did
not result in a change in our accounting for any other entities. We will
continue to analyze future CBO entities, as well as other investments, pursuant
to the requirements of FIN 46R. These analyses require considerable judgment in
determining the primary beneficiary of a VIE since they involve subjective
probability weighting of subjectively determined possible cash flow scenarios.
The result could be the consolidation of an entity acquired or formed in the
future that would otherwise not have been consolidated or the non-consolidation
of such an entity that would otherwise have been consolidated.
We have classified our real estate securities as available for sale. As such,
they are carried at fair value with net unrealized gains or losses reported as a
component of accumulated other comprehensive income. Fair value is based
primarily upon multiple broker quotations, as well as counterparty quotations,
which provide valuation estimates based upon reasonable market order indications
or a good faith estimate thereof. These quotations are subject to significant
variability based on market conditions, such as interest rates and credit
spreads. Changes in market conditions, as well as changes in the assumptions or
methodology used to determine fair value, could result in a significant increase
or decrease in our book equity. We must also assess whether unrealized losses on
securities, if any, reflect a decline in value which is other than temporary
and, accordingly, write the impaired security down to its value through
earnings. For example, a decline in value is deemed to be other than temporary
if it is probable that we will be unable to collect all amounts due according to
the contractual terms of a security which was not impaired at acquisition.
Temporary declines in value generally result from changes in market factors,
such as market interest rates and credit spreads, or from certain macroeconomic
events, including market disruptions and supply changes, which do not directly
impact our ability to collect amounts contractually due. Significant judgment is
required in this analysis. To date, no such write-downs have been made.
Income on these securities is recognized using a level yield methodology based
upon a number of assumptions that are subject to uncertainties and
contingencies. Such assumptions include the expected disposal date of such
security and the rate and timing of principal and interest receipts (which may
be subject to prepayments, delinquencies and defaults). These uncertainties and
contingencies are difficult to predict and are subject to future events, and
economic and market conditions, which may alter the assumptions.
Similarly, our derivative instruments are carried at fair value pursuant to
Statement of Financial Accounting Standards ("SFAS") No. 133 "Accounting for
Derivative Instruments and Hedging Activities," as amended. Fair value is based
on counterparty quotations. To the extent they qualify as hedges under SFAS No.
133, net unrealized gains or losses are reported as a component of accumulated
other comprehensive income; otherwise, they are reported as a component of
current income. Fair values of such derivatives are subject to significant
variability based on many of the same factors as the securities discussed above.
The results of such variability could be a significant increase or decrease in
our book equity and/or earnings.
We purchase, directly and indirectly, real estate related and residential
mortgage loans to be held for investment. We must periodically evaluate each of
these loans for possible impairment. Impairment is indicated when it is deemed
probable that we will be unable to collect all amounts due according to the
contractual terms of the loan. Upon determination of impairment, we would
establish a specific valuation allowance with a corresponding charge to
earnings. Significant judgment is required both
14
in determining impairment and in estimating the resulting loss allowance. In
2003, a loss allowance of $0.1 million was recorded with respect to the
residential mortgage loans in our portfolio. No other loan impairments have been
recorded to date.
Income on these loans is recognized similarly to that on our securities and is
subject to similar uncertainties and contingencies.
We own operating real estate held for investment. We review our operating real
estate for impairment whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable. Upon determination of
impairment, we would record a write-down of the asset, which would be charged to
earnings. Significant judgment is required both in determining impairment and in
estimating the resulting write-down. To date, we have determined that no
write-downs have been necessary on the operating real estate in our portfolio.
In addition, when operating real estate is classified as held for sale, it must
be recorded at the lower of its carrying amount or fair value less costs of
sale. Significant judgment is required in determining the fair value of such
properties. At June 30, 2004, we have one property classified as held for sale.
Five properties were sold in June 2004; these properties were classified as held
for sale in 2003 and an aggregate loss of approximately $1.5 million was
recorded at such time.
RESULTS OF OPERATIONS
The following table summarizes the changes in our results of operations from
period to period (dollars in thousands):
Period to Period Period to Period
Change Percent Change
------------------------------------- --------------------------------------
Six Months Ended Three Months Ended Six Months Ended Three Months Ended
June 30, 2004/2003 June 30, 2004/2003 June 30, 2004/2003 June 30, 2004/2003 Explanation
------------------ ------------------ ------------------ ------------------ -----------
Interest Income $ 49,338 $ 25,337 88.4% 82.2% (A)
Rental and escalation income (701) (1,585) -6.9% -29.8% (B)
Gain on settlement of investments 3,463 818 56.6% 22.5% (C)
Interest expense 29,358 14,296 87.2% 74.0% (A)
Property operating expense (358) (397) -7.9% -18.0% (B)
Loan and security servicing expense 720 340 78.0% 65.3% (A)
General and administrative expense 858 490 53.7% 63.9% (D)
Management fee to affiliate 2,206 1,114 80.1% 76.9% (E)
Incentive compensation to affiliate 654 (390) 22.1% -24.0% (E)
Depreciation and amortization 120 23 12.6% 4.6% (B)
Equity in earnings of
unconsolidated subsidiaries 3,441 2,218 N/A N/A (F)
Income from continuing operations 21,983 11,312 88.8% 84.7%
(A) Changes in interest income and expense are primarily due to our acquisition
of portfolios of interest bearing assets and related financings, as
follows:
Period to Period Change
-------------------------------------------------------------------------------------
Interest Income Interest Expense
--------------------------------------- ---------------------------------------
Six Months Ended Three Months Ended Six Months Ended Three Months Ended
June 30, 2004/2003 June 30, 2004/2003 June 30, 2004/2003 June 30, 2004/2003
------------------ ------------------ ------------------ ------------------
Real Estate Securities Portfolio III $ 4,440 $ 13 $ 4,031 $ (34)
Real Estate Securities Portfolio IV 13,012 6,516 8,241 4,119
Real Estate Securities Portfolio V 5,920 4,711 3,317 3,268
Other real estate securities* 8,966 4,640 2,942 1,517
Real estate related loan #1 2,801 1,393 1,064 525
Real estate related loan #2 1,141 713 480 299
Residential Mortgage Loan Portfolio 2,877 931 1,453 455
ICH CMO Loan Portfolio 9,559 5,510 8,156 4,639
Other 622 910 (326) (492)
--------- -------- ------- ------
$ 49,338 $ 25,337 $29,358 $14,296
*Represents a portfolio of securities collateralized by first mortgage loans on
manufactured housing units as well as the portfolio of Global Signal securities.
Changes in loan and security servicing expense are also primarily due to these
acquisitions.
15
(B) These changes are primarily the result of foreign currency fluctuations
with respect to our Bell Canada and LIV portfolios, offset by the sale of
certain properties and the termination of a lease.
(C) These changes are primarily a result of the volume of sales of real estate
securities. Sales of real estate securities are based on a number of
factors including credit, asset type and industry and can be expected to
increase or decrease from time to time. Periodic fluctuations in the volume
of sales of securities is dependent upon, among other things, management's
assessment of credit risk, asset concentration, portfolio balance and other
factors.
(D) The increases in general and administrative expense are primarily a result
of our increased size resulting from our equity issuances during this
period.
(E) The increase in management fees is a result of our increased size resulting
from our equity issuances during this period. The increase in incentive
compensation for the six month period is primarily a result of our
increased earnings. The decrease for the quarter is related to the loss on
the sale of five properties in our LIV portfolio.
(F) The increase in earnings from unconsolidated subsidiaries is primarily a
result of our acquisition of an interest in an LLC which owns a portfolio
of real estate related loans and of an interest in an LLC which owns a
portfolio of convenience and retail gas stores.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity is a measurement of our ability to meet potential cash requirements,
including ongoing commitments to repay borrowings, fund and maintain
investments, and other general business needs. Additionally, to maintain our
status as a REIT under the Internal Revenue Code, we must distribute annually at
least 90% of our REIT taxable income. Our primary sources of funds for liquidity
consist of net cash provided by operating activities, borrowings under loans,
the issuance of debt securities and the issuance of equity securities. Our debt
obligations, which consist of loans and debt securities, are generally secured
directly by our investment assets. As of June 30, 2004, our real estate
securities purchased in connection with our CBO financings as well as our Bell
Canada portfolio and ICH CMO loans were securitized, while our LIV portfolio,
our residential mortgage loan portfolio, several of our other real estate
securities and two of our other real estate related loans served as collateral
for loan obligations (including repurchase agreements).
We expect that our cash on hand and our cash flow provided by operations will
satisfy our liquidity needs with respect to our current investment portfolio
over the next twelve months. However, we currently expect to seek additional
capital in order to grow our investment portfolio. We have an effective shelf
registration statement with the SEC which allows us to issue various types of
securities, such as common stock, preferred stock, depository shares, debt
securities and warrants, from time to time, up to an aggregate of $750 million,
of which approximately $499 million remains available as of June 30, 2004.
We expect to meet our long-term liquidity requirements, specifically the
repayment of our debt obligations, through additional borrowings and the
liquidation or refinancing of our assets at maturity. We believe that the value
of these assets is, and will continue to be, sufficient to repay our debt at
maturity under either scenario. Our ability to meet our long-term liquidity
requirements relating to capital required for the growth of our investment
portfolio is subject to obtaining additional equity and debt financing.
Decisions by investors and lenders to enter into such 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 arrangements,
industry and market trends, the availability of capital and our investors' and
lenders' policies and rates applicable thereto, and the relative attractiveness
of alternative investment or lending opportunities.
Our ability to execute our business strategy, particularly the growth of our
investment portfolio, depends to a significant degree on our ability to obtain
additional capital. Our core business strategy is dependent upon our ability to
finance our real estate securities and other real estate related assets with
match-funded debt (loans and debt securities) at rates that provide a positive
net spread. A significant portion of our investments are financed with
collateralized bond obligations, known as CBOs. If spreads for CBO liabilities
widen or if demand for such liabilities ceases to exist, then our ability to
execute future CBO financings will be severely restricted.
We expect to meet our short-term liquidity requirements generally through our
cash flow provided by operations, as well as investment specific borrowings. In
addition, at June 30, 2004 we had an unrestricted cash balance of $131.4
million. Our cash flow provided by operations differs from our net income due to
four primary factors: (i) accretion of discount or premium on our real estate
securities and loans, discount on our debt obligations, deferred financing costs
and interest rate cap premiums, and deferred hedge gains and losses, (ii) gains
and losses from sales of real estate securities financed with CBOs, (iii)
depreciation of our operating real estate, and (iv) straight-lined rental
income. Proceeds from the sale of real estate securities which serve as
collateral for our CBO financings, including gains thereon, are required to be
retained in the CBO structure until the related bonds are retired and are
therefore not available to fund current cash needs.
16
Our real estate securities and real estate related loans are generally financed
long-term and their credit status is continuously monitored; therefore, these
investments are expected to generate a generally stable current return, subject
to interest rate fluctuations. Our operating real estate is also financed
long-term and primarily leased to credit tenants with long-term leases and is
therefore expected to generate generally stable current cash flows. However, the
primary tenant of one of the office buildings in our Bell Canada portfolio
vacated in March 2004. See "Quantitative and Qualitative Disclosures About
Market Risk -- Interest Rate Exposure" below.
With respect to our operating real estate, we expect to incur expenditures
approximately $2.6 million relating to tenant improvements, in connection with
the inception of leases, and capital expenditures during the twelve months
ending June 30, 2005.
Debt Obligations
The following tables present certain information regarding our debt obligations
as of June 30, 2004 (unaudited) (dollars in thousands):
Unhedged Weighted
Average Funding Final Stated Weighted Average Weighted Average
Carrying Amount Face Amount Cost Maturity Funding Cost(A) Maturity(Years)
--------------- ----------- ----------------- ------------ ---------------- ----------------
CBO Bonds Payable
CBO I $ 433,095 $ 437,500 3.91%(B) July 2038 4.94% 4.66
CBO II 440,126 444,000 2.92%(B) April 2037 6.03% 5.98
CBO III 467,583 472,000 2.79%(B) March 2038 4.14% 8.10
CBO IV 454,827 460,000 2.17%(B) Sept. 2038 3.67% 8.17
CBO V 409,773 414,000 2.41%(B) March 2039 3.31% 7.49
----------- ---------- ---- ----
2,205,404 2,227,500 4.42% 6.90
----------- ---------- ---- ----
Other Bonds Payable
Bell Canada Securitization 38,124 38,674 7.02% April 2012 7.02% 1.66
ICH CMO 210,215 210,215 6.58%(B) August 2030 6.58% 3.14
----------- ---------- ----
248,339 248,889 6.65%
----------- ---------- ----
Notes Payable
LIV Mortgage 45,744 45,744 6.10% Nov. 2006 6.10% 1.47
Real Estate Loan Financing #1 76,916 76,916 LIBOR+1.50% Nov. 2006 2.61% 2.37
Real Estate Loan Financing #2 40,000 40,000 LIBOR+1.50% Feb. 2007 2.76% 2.64
----------- ---------- ----
162,660 162,660 3.63%
----------- ---------- ----
Repurchase Agreements
Residential Mortgage Loans (C) 640,643 640,643 LIBOR+0.41% March 2005 1.84% 0.76
MH Securities (D) 124,564 124,564 LIBOR+0.65% August 2004 4.09% 0.17
Other Securities 40,895 40,895 LIBOR+0.61% One Month 2.92% 0.08
----------- ---------- ----
806,102 806,102 2.24%
----------- ---------- ----
Total debt obligations $ 3,422,505 $3,445,151 4.03%
=========== ========== ====
(A) Including the effect of applicable hedges.
(B) Weighted average, including floating and fixed rate classes.
(C) The counterparty on these repos is Bear Stearns Mortgage Capital
Corporation.
(D) The counterparty on these repos is Greenwich Capital Markets Inc.
17
Face
Amount Initial
Month of Floating Hedges Hedge
Issued Collateral Rate Debt Purchased Cost
-------------- ------------------------------------ ----------- ------------------- -------
CBO Bonds Payable
CBO I July 1999 Real Estate Securities-Portfolio I $ 342,500 Two swaps, two caps $15,400
CBO II April 2002 Real Estate Securities-Portfolio II 372,000 One swap, one cap 1,200
CBO III March 2003 Real Estate Securities-Portfolio III 427,800 One swap, one cap 1,300
CBO IV September 2003 Real Estate Securities-Portfolio IV 442,500 One swap, one cap 3,100
CBO V March 2004 Real Estate Securities-Portfolio V 382,750 One swap -
Other Bonds Payable
Operating Real Estate-Bell Canada
Bell Canada Securitization (B) April 2002 portfolio None None N/A
ICH CMO See Below Real Estate Related Loans-ICH CMO 3,721 None N/A
Notes Payable
LIV Mortgage (C) November 2002 Operating Real Estate-LIV Portfolio None None N/A
Real Estate Loan Financing #1 November 2003 Real Estate Related Loan 76,916 None (A) N/A
Real Estate Loan Financing #2 February 2004 Real Estate Related Loan-public REIT 40,000 None (A) N/A
Repurchase Agreements
Residential Mortgage Loans Rolling Residential Mortgage Loan portfolio 640,643 None (A) N/A
MH Securities Rolling Other Securities-MH securities 124,564 Nine swaps N/A
Other Securities Rolling Other Securities 40,895 Two swaps N/A
(A) Asset bears floating rate.
(B) Denominated in Canadian dollars.
(C) Denominated in Euros.
Our long-term debt obligations existing at June 30, 2004 (gross of $22.6 million
of discounts) are expected to mature as follows (unaudited) (in millions):
Period from July 1, 2004 through December 31, 2004 $ 168,084
2005 645,893
2006 114,785
2007 40,000
2008 -
2009 -
Thereafter 2,476,389
------------
Total $ 3,445,151
============
The CBO and Other Bonds Payable are not recourse to our general credit.
In connection with the sale of two classes of CBO I bonds, we entered into two
interest rate swaps and three interest rate cap agreements that do not qualify
for hedge accounting.
In November 2001, we sold the retained subordinated $17.5 million Class E Note
from CBO I to a third party. The Class E Note bore interest at a fixed rate of
8.0% and had a stated maturity of June 2038. The sale of the Class E Note
represented an issuance of debt and was recorded as additional CBO bonds
payable. In April 2002, a wholly owned subsidiary of ours repurchased the Class
E Note. The repurchase of the Class E Note represented a repayment of debt and
was recorded as a reduction of CBO bonds payable. The Class E Note is included
in the collateral for CBO II. The Class E Note is eliminated in consolidation.
One class of the CBO IV bonds, the $395.0 million face amount of Class I-MM
bonds, was issued subject to remarketing procedures and related agreements
whereby such bonds are remarketed and sold on a periodic basis. The Class I-MM
bonds are fully insured by a third party with respect to the timely payment of
interest and principal thereon.
In October 2003, we entered into an agreement for the right to purchase
securities (the "Portfolio V Collateral") for our next real estate securities
portfolio. The agreement was treated as a non-hedge derivative for accounting
purposes and was therefore marked-to-market through current income; a gain of
approximately $1.1 million has been recorded during the period ended
18
June 30, 2004. In March 2004, we completed our fifth CBO financing, CBO V,
whereby the Portfolio V Collateral was purchased by a consolidated subsidiary
which issued $414.0 million face amount of investment grade senior bonds and
$36.0 million face amount of non-investment grade subordinated bonds, which were
retained by us, in a private placement.
In October 2003, pursuant to FIN 46 "Consolidation of Variable Interest
Entities," we consolidated an entity which holds a portfolio of commercial
mortgage loans which has been securitized. This investment, which we refer to as
the ICH CMO, was previously treated as a non-consolidated residual interest in
such securitization. We exercise no control over the management or resolution of
these assets and our residual investment in this entity was recorded at $2.9
million prior to its consolidation. The primary effect of the consolidation is
the requirement that we reflect the gross loan assets and gross bonds payable of
this entity in our financial statements.
In May 2004, we executed an agreement with a major investment bank for the right
to purchase commercial mortgage backed securities, unsecured REIT debt, real
estate loans and other asset-backed securities (the "Portfolio VI Collateral")
for our next real estate securities portfolio which is targeted to be $500
million. The agreement is treated as a non-hedge derivative for accounting
purposes and is therefore marked-to-market through current income; a gain of
approximately $0.1 million has been recorded in interest income through June 30,
2004. The Portfolio VI Collateral is expected to be included in a financing
transaction in which we would acquire the equity interest ("CBO VI"). As of June
30, 2004, approximately $189.9 million of the Portfolio VI Collateral had been
accumulated. Through June 30, 2004, we had made deposits aggregating
approximately $18.6 million under such agreement (the "Portfolio VI Deposit").
If CBO VI is not consummated, except as a result of our gross negligence,
willful misconduct or breach of contract, we would be required to pay the Net
Loss, if any, as defined, up to the Portfolio VI Deposit, less any Excess Carry
Amount, as defined, earned on such deposit. Although we currently anticipate
completing CBO VI in the near term, there is no assurance that CBO VI will be
consummated or on what terms it will be consummated.
In June 2004, we consummated the sale of five properties in our LIV portfolio in
Belgium. These properties have been classified as held for sale since December
2003. We recognized a $1.5 million loss on this sale in December 2003. In
addition, we recognized a $1.6 million loss in June 2004, primarily related to
the prepayment of the $25.4 million of debt on such properties.
In July 2004, we refinanced $342.5 million of the AAA and AA bonds in our first
collateralized debt obligation which was issued in 1999. $322.5 million of AAA
bonds were refinanced at LIBOR + 0.30% from LIBOR + 0.65% and $20.0 million of
AA bonds were refinanced at LIBOR + 0.50% from LIBOR + 0.80%.
Other
In March 2004, we purchased a 49% interest in a $153 million portfolio of
approximately 200 convenience and retail gas stores located in ten states
throughout the southeastern and southwestern regions of the U.S. The properties
are subject to a sale-leaseback arrangement under long-term triple net leases
with a 15 year minimum term. We structured this transaction through a joint
venture, in which we invested approximately $26.8 million of equity, with an
affiliate of the Manager on equal terms. The investment is reflected as an
investment in an unconsolidated subsidiary and is included in the operating real
estate segment.
Stockholders' Equity
Common Stock
The following table summarizes information regarding our common stock offerings
since December 31, 2003:
Shares Issued Price to Public Net Proceeds Options Granted
Date (millions) per Share (millions) to Manager
---- ---------- --------- ---------- ----------
January 2004 3.3 $26.30 $85.8 330,000
May 2004 3.5 $25.75 $87.1 345,000
At June 30, 2004, we had 38,234,481 shares of common stock outstanding.
During and after the first quarter of 2004, the Manager assigned, for no value,
a total of approximately 0.7 million of its options for Newcastle's common stock
to certain of the Manager's employees, of which approximately 0.1 million were
immediately exercised. As of June 30, 2004, our outstanding options are
summarized as follows:
Held by the Manager 1,417,525
Issued to the Manager and subsequently transferred to
certain of the Manager's employees 638,702
Held by directors 13,000
---------
Total 2,069,227
=========
19
Preferred Stock
In March 2003, we issued 2.5 million shares of 9.75% Series B Cumulative
Redeemable Preferred Stock (the "Series B Preferred"). The Series B Preferred
has a $25 liquidation preference, no maturity date and no mandatory redemption.
We have the option to redeem the Series B Preferred beginning in March 2008.
Other Comprehensive Income
During the six months ended June 30, 2004, our accumulated other comprehensive
income increased due to the following factors (in thousands):
Accumulated other comprehensive income, December 31, 2003 $ 39,413
Unrealized (loss) on securities (39,915)
Realized (gain) on securities: reclassification adjustment (8,967)
Foreign currency translation (414)
Foreign currency translation: reclassification adjustment (395)
Unrealized gain on derivatives designated as cash flow hedges 39,000
---------
Accumulated other comprehensive income, June 30, 2004 $ 28,722
=========
Our book equity changes as our real estate securities portfolio and derivatives
are marked-to-market each quarter, among other factors. The primary causes of
mark-to-market changes are changes in interest rates and credit spreads. During
the period, increasing interest rates, both currently and prospectively,
resulted in a net decrease in unrealized gains on our real estate securities
portfolio, which was somewhat offset by an increase in unrealized gains on our
hedges. In an environment of widening credit spreads and increasing interest
rates, we believe our new investment activities will benefit. While such an
environment will likely result in a decrease in the fair value of our existing
securities portfolio and therefore reduce our book equity and ability to realize
gains on such existing securities, it will not directly affect our earnings or
our cash flow or our ability to pay a dividend.
In addition, the slight strengthening of the U.S. dollar against both the
Canadian dollar and the Euro has resulted in a decrease in unrealized gains on
our Canadian and Belgian operating real estate.
Common Dividends Paid
Declared for the Period Ended Paid Amount Per Share
- ----------------------------- ---- ----------------
March 31, 2004 April 26, 2004 $0.60
June 30, 2004 July 28, 2004 $0.60
Cash Flow
Net cash flow provided by operating activities increased from $12.9 million for
the six months ended June 30, 2003 to $26.3 million for the six months ended
June 30, 2004. This change primarily resulted from the acquisition and
settlement of our investments as described above.
Investing activities (used) ($588.8 million) and ($711.5 million) during the six
months ended June 30, 2004 and 2003, respectively. Investing activities
consisted primarily of investments made in certain real estate securities and
other real estate related assets, net of proceeds from the sale or settlement of
investments.
Financing activities provided $633.5 million and $674.2 million during the six
months ended June 30, 2004 and 2003, respectively. The equity issuances,
borrowings and debt issuances described above served as the primary sources of
cash flow from financing activities. Offsetting uses included the payment of
related deferred financing costs (including the purchase of hedging
instruments), the payment of dividends, and the repayment of debt as described
above.
See the consolidated statements of cash flows included in our consolidated
financial statements included herein for a reconciliation of our cash position
for the periods described herein.
CREDIT, SPREAD AND INTEREST RATE RISK
We are subject to credit, spread and interest rate risk with respect to our
investments in real estate securities and loans.
The commercial mortgage and other asset backed securities (including B Notes) we
invest in are generally junior in right of payment of interest and principal to
one or more senior classes, but benefit from the support of one or more
subordinate classes of securities or other form of credit support within a
securitization transaction. The senior unsecured REIT debt securities we invest
in reflect comparable credit risk. Credit risk refers to each individual
borrower's ability to make required interest and
20
principal payments on the scheduled due dates. We believe, based on our due
diligence process, that these securities offer attractive risk-adjusted returns
with long-term principal protection under a variety of default and loss
scenarios. While the expected yield on these securities is sensitive to the
performance of the underlying assets, the more subordinated securities or other
features of the securitization transaction, in the case of commercial mortgage
and other asset backed securities, and the issuer's underlying equity and
subordinated debt, in the case of senior unsecured REIT debt securities, are
designed to bear the first risk of default and loss. We further minimize credit
risk by actively monitoring our real estate securities portfolio and the
underlying credit quality of our holdings and, where appropriate, repositioning
our investments to upgrade the credit quality and yield on our investments.
While we have not experienced any significant credit losses, in the event of a
significant rising interest rate environment and/or economic downturn, loan and
collateral defaults may increase and result in credit losses that would
adversely affect our liquidity and operating results.
Our real estate securities portfolio is diversified by asset type, industry,
location and issuer. We expect that this diversification also helps to minimize
the risk of capital loss. At June 30, 2004, our real estate securities which
serve as collateral for our CBO financings had an overall weighted average
credit rating of approximately BBB-, and approximately 71.3% of these securities
had an investment grade rating (BBB- or higher). Our residential mortgage loan
portfolio is characterized by high credit quality borrowers with a weighted
average FICO score of 722 at origination. At June 30, 2004, if our residential
mortgage loans were held in securitized form, over 90% of the principal balance
would be rated AAA.
Our real estate securities are also subject to spread risk. Our fixed rate
securities are valued based on a market credit spread over the rate payable on
fixed rate U.S. Treasuries of like maturity. In other words, their value is
dependent on the yield demanded on such securities by the market based on their
credit relative to U.S. Treasuries. Excessive supply of such securities combined
with reduced demand will generally cause the market to require a higher yield on
such securities, resulting in the use of a higher (or "wider") spread over the
benchmark rate (usually the applicable U.S. Treasury security yield) to value
such securities. Under such conditions, the value of our real estate securities
portfolio would tend to decline. Conversely, if the spread used to value such
securities were to decrease (or "tighten"), the value of our real estate
securities portfolio would tend to increase. Our floating rate securities are
valued based on a market credit spread over LIBOR and are effected similarly by
changes in LIBOR spreads. Such changes in the market value of our real estate
securities portfolio may affect our net equity, net income or cash flow directly
through their impact on unrealized gains or losses on available-for-sale
securities, and therefore our ability to realize gains on such securities, or
indirectly through their impact on our ability to borrow and access capital. See
" Quantitative and Qualitative Disclosures About Market Risk - Credit Spread
Curve Exposure" below.
Furthermore, shifts in the U.S. Treasury yield curve, which represents the
market's expectations of future interest rates, would also affect the yield
required on our real estate securities and therefore their value. This would
have similar effects on our real estate securities portfolio and our financial
position and operations to a change in spreads.
Returns on our real estate securities are sensitive to interest rate volatility.
Interest rate changes may also impact our net book value as our real estate
securities and related hedge derivatives are marked-to-market each quarter.
Generally, as interest rates increase, the value of our fixed rate securities,
such as CMBS, decreases and as interest rates decrease, the value of such
securities will increase. In general, we would expect that over time, decreases
in the value of our real estate securities portfolio attributable to interest
rate changes will be offset to some degree by increases in the value of our
swaps, and vice versa. However, the relationship between spreads on securities
and spreads on swaps may vary from time to time, resulting in a net aggregate
book value increase or decline. Our real estate securities portfolio is
predominantly financed to maturity through long-term CBO financings that are not
redeemable as a result of book value changes. Accordingly, unless there is a
material impairment in value that would result in a payment not being received
on a security, changes in the book value of our real estate securities portfolio
will not directly affect our earnings or our ability to pay a dividend.
Our general financing strategy focuses on the use of match-funded structures.
This means that we seek to match the maturities of our debt obligations with the
maturities of our investments to minimize the risk that we have to refinance our
liabilities prior to the maturities of our assets, and to reduce the impact of
changing interest rates on earnings.
In addition, we generally match-fund interest rates with like-kind debt (i.e.,
fixed rate assets are financed with fixed rate debt and floating rates assets
are financed with floating rate debt), directly or through the use of interest
rate swaps, caps, or other financial instruments, or through a combination of
these strategies, which allows us to reduce the impact of changing interest
rates on our earnings. Our financing strategy is dependent on our ability to
place the match-funded debt we use to finance our real estate securities at
spreads that provide a positive net spread. If spreads for CBO liabilities
(i.e., bonds issued by CBOs) widen or if demand for such liabilities ceases to
exist, then our ability to execute future CBO financings will be severely
restricted. See "Quantitative and Qualitative Disclosures About Market Risk -
Interest Rate Exposure" below.
Loans
Similar to our real estate securities portfolio, we are subject to credit and
spread risk with respect to our real estate related and residential mortgage
loan portfolios.
21
Unlike our real estate securities portfolio, our loans do not benefit from the
support of junior classes of securities, but rather bear the first risk of
default and loss. We believe that this credit risk is mitigated through our due
diligence process and periodic reviews of the borrower's payment history,
delinquency status, and the relationship of the loan balance to the underlying
property value.
Our loan portfolios are diversified by geographic location and by borrower. We
believe that this diversification also helps to minimize the risk of capital
loss.
Our loan portfolios are also subject to spread risk. Our floating rate loans are
valued based on a market credit spread to LIBOR. The value of the loans is
dependent upon the yield demanded by the market based on their credit relative
to LIBOR. The value of our floating rate loans would tend to decline should the
market require a higher yield on such loans, resulting in the use of a higher
spread over the benchmark rate (usually the applicable LIBOR yield). Our fixed
rate loans are valued based on a market credit spread over U.S. Treasuries and
are effected similarly by changes in U.S. Treasury spreads. If the value of our
loans subject to repurchase agreements were to decline, it could affect our
ability to refinance such loans upon the maturity of the related repurchase
agreements.
Any credit or spread losses incurred with respect to our loan portfolios would
effect us in the same way as similar losses on our real estate securities
portfolio as described above, except that our loan portfolios are not marked to
market.
OFF-BALANCE SHEET ARRANGEMENTS
As of June 30, 2004, we had the following material off-balance sheet
arrangements:
- A guarantee of certain payments under an interest rate swap which may
be entered into in 2007 in connection with the securitization of the
Bell Canada portfolio, if the bonds are not fully repaid by such date.
We believe the fair value of this guarantee is negligible at June 30,
2004. At this time, we do not anticipate a substantial risk of
incurring a loss with respect to this arrangement.
- $93.4 million of bridge financing at our 49% owned unconsolidated
subsidiary formed to own a portfolio of approximately 200 convenience
and retail gas stores. In addition, we have guaranteed 50% of such
loan. We expect to permanently refinance such loan in the third
quarter of 2004 at which time our guaranty will terminate. We believe
the fair value of this guaranty is negligible at June 30, 2004. At
this time, we do not anticipate a substantial risk of incurring a loss
with respect to this debt or guaranty.
CONTRACTUAL OBLIGATIONS
During the first six months of 2004, we had all of the material contractual
obligations referred to in our annual report on Form 10-K for the year ended
December 31, 2003, as well as the following:
Contract Category Change
----------------- ------
CBO bonds payable CBO V was issued. A portion of CBO I was refinanced.
Interest rate swaps, treated as hedges The floating rate CBO V bonds and certain repurchase
agreements were hedged with interest rate swaps.
Real estate securities portfolio deposit We have begun accumulating collateral for CBO VI under an
agreement with a major investment bank.
The terms of these contracts are described under "Quantitative and Qualitative
Disclosures About Market Risk" below.
INFLATION
Substantially all of our office leases provide for separate escalations of real
estate taxes and operating expenses over a base amount, and/or increases in the
base rent based on changes in a Belgian index with respect to the LIV portfolio.
We believe that inflationary increases in expenses will generally be offset by
the expense reimbursements and contractual rent increases described above.
We believe that our risk of increases in the market interest rates on our
floating rate debt as a result of inflation is largely offset by our use of
match-funding and hedging instruments as described above. See "Quantitative and
Qualitative Disclosure About Market Risk -- Interest Rate Exposure" below.
FUNDS FROM OPERATIONS
We believe FFO is one appropriate measure of the operating performance of real
estate companies because it provides investors with information regarding our
ability to service debt and make capital expenditures. We also believe that FFO
is an
22
appropriate supplemental disclosure of operating performance for a REIT due to
its widespread acceptance and use within the REIT and analyst communities.
Furthermore, FFO is used to compute our incentive compensation to the Manager.
FFO, for our purposes, represents net income available for common stockholders
(computed in accordance with GAAP), excluding extraordinary items, plus
depreciation of operating real estate, and after adjustments for unconsolidated
subsidiaries, if any. We consider gains and losses on resolution of our
investments to be a normal part of our recurring operations and therefore do not
exclude such gains and losses when arriving at FFO. Adjustments for
unconsolidated subsidiaries, if any, are calculated to reflect FFO on the same
basis. FFO prior to the commencement of our operations includes certain
adjustments related to our predecessor's investment in Fund I. FFO does not
represent cash generated from operating activities in accordance with GAAP and
therefore should not be considered an alternative to net income as an indicator
of our operating performance or as an alternative to cash flow as a measure of
liquidity and is not necessarily indicative of cash available to fund cash
needs. Our calculation of FFO may be different from the calculation used by
other companies and, therefore, comparability may be limited.
Funds from Operations (FFO), is calculated as follows (unaudited) (in
thousands):
For the Six For the Three
Months Ended Months Ended
June 30, 2004 June 30, 2004
------------- -------------
Income available for common stockholders $ 41,979 $ 21,651
Operating real estate depreciation 1,099 517
Accumulated depreciation on operating real
estate sold (3,469) (3,469)
------------- -------------
Funds from Operations (FFO) $ 39,609 $ 18,699
============= =============
Funds from Operations was derived from the Company's segments as follows
(unaudited) (in thousands):
Average Invested
Common Equity FFO for the Return on
for the Six Six Months Common
Book Equity at Months Ended Ended Equity
June 30, 2004 June 30, 2004 (2) June 30, 2004 (ROE) (3)
-------------- ----------------- ------------- ---------
Real estate and other securities (4) $ 427,125 $ 394,900 $ 45,295 22.9%
Real estate related loans 60,461 59,787 6,121 20.5%
Operating real estate 61,623 54,591 (1,165) -4.3%
Residential mortgage loans 34,962 30,961 2,977 19.2%
Unallocated (1) 36,811 17,085 (13,619) N/A
-------------- ----------------- ------------- ----
Total (2) 620,982 $ 557,324 $ 39,609 14.2%
================= ============= ====
Preferred stock 62,500
Accumulated depreciation (10,946)
Accumulated other comprehensive income 28,722
--------------
Net book equity $ 701,258
==============
Average Invested FFO for the
Common Equity Three Return on
for the Three Months Common
Book Equity at Months Ended Ended Equity
June 30, 2004 June 30, 2004 (2) June 30, 2004 (ROE) (3)
------------- ----------------- ------------- ---------
Real estate and other securities (4) $ 427,125 $ 415,813 $ 23,360 22.5%
Real estate related loans 60,461 60,191 3,227 21.4%
Operating real estate 61,623 66,138 (2,983) -18.0%
Residential mortgage loans 34,962 31,877 1,444 18.1%
Unallocated (1) 36,811 12,760 (6,349) N/A
------------- ----------------- ------------- ----
Total (2) 620,982 $ 586,779 $ 18,699 12.7%
================= ============= ====
Preferred stock 62,500
Accumulated depreciation (10,946)
Accumulated other comprehensive income 28,722
--------------
Net book equity $ 701,258
==============
(1) Unallocated FFO represents ($1,524) and ($3,047) of preferred dividends and
($4,825) and ($10,572) of corporate general and administrative expense,
management fees and incentive compensation for the three and six months
ended June 30, 2004 respectively.
(2) Invested common equity is equal to book equity excluding preferred stock,
accumulated depreciation and accumulated other comprehensive income
(3) FFO divided by average invested common equity, annualized.
(4) By investment portfolio:
Other
CBO I CBO II CBO III CBO IV CBO V CBO VI Securities Total
----- ------ ------- ------ ----- ------ ---------- -----
Uninvested restricted cash $ 40,680 $ 13,594 $ 1,824 $ 2,369 $ 32,258 $ - $ - $ 90,725
Invested common equity $ 126,164 $ 62,087 $ 51,635 $ 46,998 $ 45,795 $ 18,746 $ 75,700 $ 427,125
23
RELATED PARTY TRANSACTIONS
In January 2004, we purchased from an underwriter $31.5 million face amount of B
and BB rated securities of Global Signal Trust I, a special purpose vehicle
established by Global Signal Inc., at a price resulting in a weighted average
yield of approximately 9.00%. Two of our directors are the CEO and President of
Global Signal, Inc., respectively. A private equity fund managed by an affiliate
of our manager owns a significant portion of Global Signal Inc.'s common stock;
our manager receives from this private equity fund, in addition to management
fees, incentive compensation if the fund's aggregate investment returns exceed
certain thresholds. Pursuant to this underwritten 144A offering, approximately
$418.0 million of Global Signal Trust I securities were issued in 7 classes,
rated AAA through B, of which the B and BB classes constituted $73.0 million.
The balance of the B and BB securities was sold on identical terms to a private
investment fund managed by an affiliate of our manager and to a large third
party mutual fund complex; our manager receives from this private investment
fund, in addition to management fees, incentive compensation if the fund's
aggregate investment returns exceed certain thresholds. The proceeds of the 144A
offering were utilized by Global Signal Inc. to repay an existing credit
facility, to pay an extraordinary dividend of approximately $140 million to its
stockholders of which approximately $67 million was paid to the above-referenced
private equity fund, and for general working capital purposes.
In March 2004, we and a private investment fund managed by an affiliate of our
manager co-invested and each indirectly own an approximately 49% interest in a
limited liability company that has acquired, in a sale-leaseback transaction,
approximately 200 properties from a public company for a purchase price of
approximately $153 million. The properties are subject to a number of master
leases, the initial term of which in each case is a minimum of 15 years. This
investment was financed with debt at the limited liability company level and our
investment in this entity, reflected as an investment in an unconsolidated
subsidiary on our consolidated balance sheet, was approximately $26.8 million as
of the date of acquisition. Our manager receives from the affiliated private
investment fund with which we co-invested, in addition to management fees,
incentive compensation if the fund's aggregate investment returns exceed certain
thresholds.
24
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the exposure to loss resulting from changes in interest rates,
credit spreads, foreign currency exchange rates, commodity prices and equity
prices. The primary market risks that we are exposed to are interest rate risk,
credit spread risk and foreign currency exchange rate risk. These risks are
highly sensitive to many factors, including governmental monetary and tax
policies, domestic and international economic and political considerations and
other factors beyond our control. All of our market risk sensitive assets,
liabilities and related derivative positions are for non-trading purposes only.
For a further understanding of how market risk may affect our financial position
or operating results, please refer to the "Application of Critical Accounting
Policies" section of "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
INTEREST RATE EXPOSURE
Our primary interest rate exposures relate to our real estate securities, loans
and floating rate debt obligations, as well as our interest rate swaps and caps.
Changes in the general level of interest rates can effect our net interest
income, which is the difference between the interest income earned on
interest-earning assets and the interest expense incurred in connection with our
interest-bearing liabilities. Changes in the level of interest rates also can
affect, among other things, our ability to acquire real estate securities and
loans, the value of our real estate securities and loans, and our ability to
realize gains from the settlement of such assets.
While we have not experienced any significant credit losses, in the event of a
significant rising interest rate environment and/or economic downturn, loan and
collateral defaults may increase and result in credit losses that would
adversely affect our liquidity and operating results.
Our general financing strategy focuses on the use of match-funded structures.
This means that we seek to match the maturities of our debt obligations with the
maturities of our investments to minimize the risk that we have to refinance our
liabilities prior to the maturities of our assets, and to reduce the impact of
changing interest rates on earnings. In addition, we generally match-fund
interest rates on our investments with like-kind debt (i.e., fixed rate assets
are financed with fixed rate debt and floating rate assets are financed with
floating rate debt), directly or through the use of interest rate swaps, caps,
or other financial instruments, or through a combination of these strategies,
which allows us to reduce the impact of changing interest rates on our earnings.
Interest rate swaps are agreements in which a series of interest rate flows are
exchanged with a third party (counterparty) over a prescribed period. The
notional amount on which swaps are based is not exchanged. In general, our swaps
are "pay fixed" swaps involving the exchange of floating rate interest payments
from the counterparty for fixed rate payments from us. This can effectively
convert a floating rate debt obligation into a fixed rate debt obligation.
Similarly, an interest rate cap or floor agreement is a contract in which we
purchase a cap or floor contract on a notional face amount. We will make an
up-front payment to the counterparty for which the counterparty agrees to make
future payments to us should the reference rate (typically one- or three-month
LIBOR) rise above (cap agreements) or fall below (floor agreements) the "strike"
rate specified in the contract. Should the reference rate rise above the
contractual strike rate in a cap, we will earn cap income; should the reference
rate fall below the contractual strike rate in a floor, we will earn floor
income. Payments on an annualized basis will equal the contractual notional face
amount multiplied by the difference between the actual reference rate and the
contracted strike rate.
While a REIT may utilize these types of derivative instruments to hedge interest
rate risk on its liabilities or for other purposes, such derivative instruments
could generate income that is not qualified income for purposes of maintaining
REIT status. As a consequence, we may only engage in such instruments to hedge
such risks within the constraints of maintaining our standing as a REIT. We do
not enter into derivative contracts for speculative purposes nor as a hedge
against changes in credit risk.
While our strategy is to utilize interest rate swaps, caps and match-funded
financings in order to limit the effects of changes in interest rates on our
operations, there can be no assurance that our profitability will not be
adversely affected during any period as a result of changing interest rates. As
of June 30, 2004, an immediate 100 basis point increase in interest rates would
effect our earnings by no more than $0.3 million per annum.
Our hedging transactions using derivative instruments also involve certain
additional risks such as counterparty credit risk, the enforceability of hedging
contracts and the risk that unanticipated and significant changes in interest
rates will cause a significant loss of basis in the contract. The counterparties
to our derivative arrangements are major financial institutions with high credit
ratings with which we and our affiliates may also have other financial
relationships. As a result, we do not anticipate that any of these
counterparties will fail to meet their obligations. There can be no assurance
that we will be able to adequately protect against the foregoing risks and will
ultimately realize an economic benefit that exceeds the related amounts incurred
in connection with engaging in such hedging strategies.
25
Interest rate changes may also impact our net book value as our real estate
securities and related hedge derivatives are marked-to-market each quarter. Our
loan investments and debt obligations are not marked-to-market. Generally, as
interest rates increase, the value of our fixed rate securities, such as CMBS,
decreases and as interest rates decrease, the value of such securities will
increase. We seek to hedge changes in value attributable to changes in interest
rates by entering into interest rate swaps and other derivative instruments. In
general, we would expect that over time, decreases in the value of our real
estate securities portfolio attributable to interest rate changes will be offset
to some degree by increases in the value of our swaps, and vice versa. However,
the relationship between spreads on securities and spreads on swaps may vary
from time to time, resulting in a net aggregate book value increase or decline.
Our real estate securities portfolio is largely financed to maturity through
long-term CBO financings that are not redeemable as a result of book value
changes. Accordingly, unless there is a material impairment in value that would
result in a payment not being received on a security, changes in the book value
of our real estate securities portfolio will not directly affect our earnings or
our ability to pay a dividend. As of June 30, 2004, an immediate 100 basis point
increase in interest rates would impact our net book value by approximately
$36.5 million. Such a change in net book value would not directly affect our
earnings or cash flow.
CREDIT SPREAD CURVE EXPOSURE
Our real estate securities are also subject to spread risk. Our fixed rate
securities are valued based on a market credit spread over the rate payable on
fixed rate U.S. Treasuries of like maturity. In other words, their value is
dependent on the yield demanded on such securities by the market based on their
credit relative to U.S. Treasuries. Excessive supply of such securities combined
with reduced demand will generally cause the market to require a higher yield on
such securities, resulting in the use of higher (or "wider") spread over the
benchmark rate (usually the applicable U.S. Treasury security yield) to value
such securities. Under such conditions, the value of our real estate securities
portfolio would tend to decline. Conversely, if the spread used to value such
securities were to decrease (or "tighten"), the value of our real estate
securities portfolio would tend to increase. Our floating rate securities are
valued based on a market credit spread over LIBOR and are effected similarly by
changes in LIBOR spreads. Such changes in the market value of our real estate
securities portfolio may effect our net equity, net income or cash flow directly
through their impact on unrealized gains or losses on available-for-sale
securities, and therefore our ability to realize gains on such securities, or
indirectly through their impact on our ability to borrow and access capital.
Furthermore, shifts in the U.S. Treasury yield curve, which represents the
market's expectations of future interest rates, would also effect the yield
required on our real estate securities and therefore their value. This would
have similar effects on our real estate securities portfolio and our financial
position and operations to a change in spreads.
Our loan portfolios are also subject to spread risk. Our floating rate loans are
valued based on a market credit spread to LIBOR. The value of the loans is
dependent upon the yield demanded by the market based on their credit relative
to LIBOR. The value of our floating rate loans would tend to decline should the
market require a higher yield on such loans, resulting in the use of a higher
spread over the benchmark rate (usually the applicable LIBOR yield). Our fixed
rate loans are valued based on a market credit spread over U.S. Treasuries and
are effect similarly by changes in U.S. Treasury spreads. If the value of our
loans subject to repurchase agreements were to decline, it could affect our
ability to refinance such loans upon the maturity of the related repurchase
agreements.
Any decreases in the value of our loan portfolios due to spread changes would
effect us in the same way as similar changes to our real estate securities
portfolio as described above, except that our loan portfolios are not marked to
market.
As of June 30, 2004, an immediate 25 basis point movement in credit spreads
would impact our net book value by approximately $31.1 million, but would not
directly affect our earnings or cash flow.
CURRENCY RATE EXPOSURE
Our primary foreign currency exchange rate exposures relate to our operating
real estate and related leases. Our principal direct currency exposures are to
the Euro and the Canadian Dollar. Changes in the currency rates can adversely
impact the fair values and earnings streams of our non-U.S. holdings. We have
attempted to mitigate this impact in part by utilizing local
currency-denominated financing on our foreign investments to partially hedge, in
effect, these assets.
We have material investments in the LIV portfolio and the Bell Canada portfolio.
These properties are financed utilizing debt denominated in their respective
local currencies (the Euro and the Canadian Dollar). The net equity invested in
these portfolios at June 30, 2004, approximately $3.7 million and $20.7 million,
respectively, is exposed to foreign currency exchange risk.
26
FAIR VALUES
For certain of our financial instruments, fair values are not readily available
since there are no active trading markets as characterized by current exchanges
between willing parties. Accordingly, fair values can only be derived or
estimated for these instruments using various valuation techniques, such as
computing the present value of estimated future cash flows using discount rates
commensurate with the risks involved. However, the determination of estimated
future cash flows is inherently subjective and imprecise. We note that minor
changes in assumptions or estimation methodologies can have a material effect on
these derived or estimated fair values, and that the fair values reflected below
are indicative of the interest rate, credit spread and currency rate
environments as of June 30, 2004 and do not take into consideration the effects
of subsequent interest rate, credit spread or currency rate fluctuations.
We note that the values of our investments in real estate securities and in
derivative instruments, primarily interest rate hedges on our debt obligations,
are sensitive to changes in market interest rates, interest rate spreads, credit
spreads and other market factors. The value of these investments can vary, and
has varied, materially from period to period.
Interest Rate Risk
We held the following interest rate risk sensitive instruments at June 30, 2004
(unaudited) (dollars in thousands):
Carrying Principal Balance or Weighted Average Maturity
Amount Notional Amount Yield/Funding Cost Date Fair Value
----------- -------------------- ------------------ -------- ----------
ASSETS:
Real estate securities, available for sale (A) $ 2,510,159 $ 2,506,923 6.07% (A) $2,510,159
Other securities, available for sale (B) 239,292 266,327 9.06% (B) 239,292
Real estate related loans (C) 378,377 380,850 7.32% (C) 396,293
Residential mortgage loans (D) 674,149 664,567 2.94% (D) 674,149
Interest rate caps, treated as hedges (E) 6,155 640,939 N/A (E) 6,155
Interest rate swaps, treated as hedges (F) 13,293 1,414,395 N/A (F) 13,293
Non-hedge derivative obligations (G) (643) (G) N/A (G) (643)
LIABILITIES:
CBO bonds payable (H) 2,205,404 2,227,500 4.42% (H) 2,249,376
Other bonds payable (I) 248,339 248,889 6.65% (I) 263,265
Notes payable (J) 162,660 162,660 3.63% (J) 163,051
Repurchase agreements (K) 806,102 806,102 2.24% (K) 806,102
(A) These securities serve as collateral for our CBO financings and contain
various terms, including floating and fixed rates, self-amortizing and
interest only. Their weighted average maturity is 6.21 years. The fair
value of these securities is estimated by obtaining third party broker
quotations, if available and practicable, and counterparty quotations.
(B) These securities have a weighted average maturity of 4.82 years. One of
these securities represents a subordinate interest in a CMBS
securitization, the balance represent asset backed securities and CMBS. The
fair value of these securities is estimated by obtaining third party broker
quotations, if available and practicable, and counterparty quotations. The
fair value of the first security, for which a quoted market price is not
readily available, is estimated by means of a price/yield analysis based on
our expected disposition strategy for such asset.
(C) Represents the following loan portfolios (dollars in thousands):
Loan Carrying Weighted Avg. Weighted Average Floating Rate Loans as a
Name Count Amount Yield Maturity % of Carrying Amount Fair Value
---- ----- ------ ----- -------- -------------------- ----------
ICH CMO Loans 132 $233,044 8.13% 3.22 years 1.6% $ 250,960
Real Estate Related Loan #1 1 95,333 6.17% 2.37 years 100.0% 95,333
Real Estate Related Loan #2 1 50,000 5.78% 2.64 years 100.0% 50,000
-------- ---- ----------
$378,377 7.32% $ 396,293
======== ==== ==========
27
The ICH CMO loans were valued by discounting expected future receipts by a
rate calculated based on current market conditions for comparable financial
instruments, including market interest rates and credit spreads. The other
loans bear floating rates of interest and we believe that, for similar
financial instruments with comparable credit risks, their effective rates
approximate market rates. Accordingly, the carrying amounts outstanding are
believed to approximate fair value.
(D) This portfolio of residential mortgage loans bears a floating rate of
interest and has a weighted maturity of 3.66 years. We believe that, for
similar financial instruments with comparable credit risks, the effective
rate on this portfolio approximates a market rate. Accordingly, the
carrying amount of this portfolio is believed to approximate fair value.
(E) Represents cap agreements as follows (dollars in thousands):
Notional Balance Effective Date Maturity Date Capped Rate Strike Rate Fair Value
- ---------------- -------------- ------------- ----------- ----------- ----------
$280,660 Current March 2009 1-Month LIBOR 6.50% $ 1,665
280,660 Current December 2004 1-Month LIBOR 1.32%* 720
18,000 January 2010 October 2015 3-Month LIBOR 8.00% 805
8,619 December 2010 June 2015 3-Month LIBOR 7.00% 1,043
53,000 May 2011 September 2015 1-Month LIBOR 7.50% 1,922
-------- ----------
$640,939 $ 6,155
======== ==========
*up to 6.50%
The fair value of these agreements is estimated by obtaining counterparty
quotations.
(F) Represents swap agreements as follows (dollars in the thousands):
Notional
Balance Effective Date Maturity Date Swapped Rate Fixed Rate Fair Value
------- -------------- ------------- ------------ ---------- ----------
$ 61,840 Current July 2005 1-Month LIBOR 6.1755% $ (1,438)
290,000 Current April 2011 3-Month LIBOR 5.9325% (21,959)
276,060 Current March 2013 3-Month LIBOR 3.8650% 16,711
192,500 Current March 2015 1-Month LIBOR 4.8880% (1,603)
295,400 December 2004 March 2009 1-Month LIBOR* 3.1250% 8,091
165,300 Current March 2014 3-Month LIBOR 3.9950% 10,619
11,000 Current November 2008 1-Month LIBOR 3.5400% 227
8,500 Current July 2018 1-Month LIBOR 4.8300% 112
6,000 Current November 2018 1-Month LIBOR 4.4800% 64
80,000 Current January 2009 1-Month LIBOR 3.6500% 1,508
6,500 Current March 2009 1-Month LIBOR 3.3360% 227
21,295 Current January 2009 1-Month LIBOR 3.2900% 734
- ---------- ----------
$1,414,395 $ 13,293
========== ==========
(G) These are two essentially offsetting interest rate caps and two essentially
offsetting interest rate swaps, each with notional amounts of $32.5
million, an interest rate cap with a notional balance of $17.5 million, and
an interest rate cap with a notional balance of approximately $65.5
million. The maturity date of the purchased swap is July 2009; the maturity
date of the sold swap is July 2014, the maturity date of the $32.5 million
caps is July 2038, the maturity date of the $17.5 million cap is July 2009,
and the maturity date of the $65.5 million cap is August 2004. They have
been valued by reference to counterparty quotations.
(H) These bonds were valued by discounting expected future payments by a rate
calculated based on current market conditions for comparable financial
instruments, including market interest rates and credit spreads. The
weighted average maturity of the CBO bonds payable is 6.90 years. The CBO
bonds payable amortize principal prior to maturity based on collateral
receipts, subject to reinvestment requirements.
(I) The Bell Canada Securitization was valued, in U.S. dollars at the period
end exchange rate, by discounting expected future payments by a rate
calculated by imputing a spread over a market index on the date of
borrowing. It amortizes principal periodically with a balloon payment at
maturity in April 2012. The ICH CMO bonds were valued by discounting
expected future payments by a rate calculated based on current market
conditions for comparable financial instruments, including
28
market interest rates and credit spreads. They amortize principal prior to
maturity based on collateral receipts and their weighted average maturity
is approximately 3.14 years.
(J) The LIV Mortgage was valued, in U.S. dollars at the period end exchange
rate, by discounting expected future payments by a rate calculated by
imputing a spread over a market index on the date of borrowing. It
amortizes principal periodically with a balloon payment at maturity in
November 2006. The real estate related loan #1 financing matures in
November 2006, bears a floating rate of interest and amortizes principal
based on collateral receipts. The real estate related loan #2 financing
matures in February 2007, bears a floating rate of interest and amortizes
principal based on collateral receipts. We believe that, for similar
financial instruments with comparable credit risks, their effective rates
approximate market rates. Accordingly, the carrying amounts outstanding are
believed to approximate fair value.
(K) These agreements bear floating rates of interest and we believe that, for
similar financial instruments with comparable credit risks, the effective
rates approximate market rates. Accordingly, the carrying amounts
outstanding are believed to approximate fair value. These agreements pay
interest only prior to maturity and mature in one to nine months.
Currency Rate Risk
We held the following currency rate risk sensitive balances at June 30, 2004
(unaudited) (U.S. dollars; in thousands, except exchange rates):
Carrying Current Effect of a 5% Effect of a 5%
Amount Local Exchange Negative Change in Negative Change in
(USD) Currency Rate to USD Euro Rate CAD Rate
----- -------- ----------- --------- --------
Assets:
LIV portfolio $ 46,924 Euro 0.81974 $ (2,346) N/A
Bell Canada portfolio 52,203 CAD 1.33280 N/A $ (2,610)
LIV other, net 2,567 Euro 0.81974 (128) N/A
Bell Canada other, net 6,606 CAD 1.33280 N/A (330)
Liabilities:
LIV Mortgage 45,744 Euro 0.81974 2,287 N/A
Bell Canada Securitization 38,124 CAD 1.33280 N/A 1,906
------------------ ------------------
Total $ (187) $ (1,034)
================== ==================
USD refers to U.S. dollars; CAD refers to Canadian dollars.
29
ITEM 4. CONTROLS AND PROCEDURES
(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 on a timely basis.
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) 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.
30
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not party to any material legal proceedings.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 27, 2004, the Company held its annual meeting of stockholders at the Four
Seasons Hotel, 57 East 57th Street, New York, New York 10022.
Proxies for the meeting were solicited on behalf of the Board of Directors of
the Company pursuant to Regulation 14A of the General Rules and Regulations of
the SEC. There was no solicitation in opposition to the Board of Directors'
nominee for election as director as listed in the Proxy Statement, and the
nominee was elected.
The stockholders voted, in person or by proxy, on: (i) a proposal to elect one
Class II director to serve until the 2007 annual meeting of stockholders or
until his successor is elected and duly qualified; and (ii) a proposal to
approve the appointment of Ernst & Young LLP as independent auditors for the
Company for fiscal year 2004.
The results of the voting are shown below:
Proposal 1: Election of Director
Name For Withheld Vote
---- --- -------------
David J. Grain 30,753,014 182,850
Proposal 2: Approval of Independent Auditors.
For: 30,775,405
Against: 127,900
Abstain: 32,559
ITEM 5. OTHER INFORMATION
In February, 2004, we issued to an employee of our Manager 37,000 shares of our
common stock upon exercise of stock options held by such employee at an exercise
price of $13.00 per share. The transaction was exempt from the registration
requirements of the Securities Act pursuant to Section 4(2) thereof.
In May, 2004, we issued to certain employees of our Manager an aggregate of
70,000 shares of our common stock upon exercise of stock options held by such
employees. 66,000 options were exercised at a price of $13.00 per share and
4,000 options were exercised at a price of $20.35 per share. The transactions
were exempt from the registration requirements of the Securities Act pursuant to
Section 4(2) thereof.
In May, 2003, we issued 537 shares of our common stock to each of our directors,
other than Mr. Edens (for a total of 2,148 shares) pursuant to the Newcastle
Investment Corp. Nonqualified Stock Option and Incentive Award Plan, which
provides for automatic annual awards of shares of our common stock valued at
$15,000, based on the closing price of our shares on the New York Stock Exchange
on the date of grant. The transaction was exempt from the registration
requirements of the Securities Act pursuant to Section 4(2) thereof.
In June 2004, we issued to one of our directors 500 shares of our common stock
upon exercise of stock options held by such director at an exercise price of
$17.50 per share. The transaction was exempt from the registration requirements
of the Securities Act pursuant to Section 4(2) thereof.
31
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits filed with this Form 10-Q:
3.1 Articles of Amendment and Restatement (incorporated by reference to
the Registrant'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 Registrant's Quarterly Report on
Form 10-Q for the period ended March 31, 2003, Exhibit 3.3).
3.3 By-laws (incorporated by reference to the Registrant's Registration
Statement on Form S-11 (File No. 333-90578), Exhibit 3.2).
4.1 Rights Agreement between the Registrant and American Stock Transfer
and Trust Company, as Rights Agent, dated October 16, 2002
(incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for the period ended September 30, 2002, Exhibit 4.1).
10.1 Amended and Restated Management and Advisory Agreement by and among
the Registrant and Fortress Investment Group LLC, dated June 23, 2003
(incorporated by reference to the Registrant's Registration Statement
on Form S-11 (File No. 333-106135), Exhibit 10.1).
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.
(b) Reports on Form 8-K filed by the registrant during its fiscal quarter ended
June 30, 2004:
Form 8-K, Item 12, filed with the Securities and Exchange Commission on April
29, 2004, regarding the Registrant's results of operations for the three months
ended March 31, 2004.
Form 8-K, Item 5 and Item 7, filed with the Securities and Exchange Commission
on May 24, 2004, regarding the Registrant's issuance and sale of 3,450,000
shares of its common stock.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized:
NEWCASTLE INVESTMENT CORP.
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(REGISTRANT)
By: /s/ Wesley R. Edens
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Wesley R. Edens
Chairman of the Board
Chief Executive Officer
Date: August 9, 2004
By: /s/ Debra A. Hess
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Debra A. Hess
Chief Financial Officer
Date: August 9, 2004
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