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Newcastle Investment Corp. (NYSE:NCT)

Q4 2013 Results Earnings Conference Call

February 28, 2014 10:00 AM ET

Executives

Sarah Watterson - Investor Relations

Wes Edens - Chairman

Ken Riis - Chief Executive Officer

Jon Brown - Chief Financial Officer

Andrew White - Head, Senior Housing Business

Analysts

Douglas Harter - Credit Suisse

Bose George - KBW

Matthew Howlett - UBS

Amy DeBone - Compass Point

Operator

Ladies and gentlemen, thank you for standby and welcome to the Newcastle Fourth Quarter and Full Year Earnings Call. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks, there will be a question-and-answer session. (Operator Instructions) Thank you.

I would now like to turn the call over to Sarah Watterson from Investor Relations. You may begin.

Sarah Watterson

Thank you, Victoria, and good morning everyone. This is Newcastle’s fourth quarter and full year earnings call. With me today from management, I have Wes Edens, Chairman of Newcastle; Ken Riis, the CEO of Newcastle; Jon Brown, the CFO of Newcastle; and Andrew White, the Head of Senior Housing Business.

We also call your reference to earnings supplement that was posted to the Newcastle website this morning. If you have not already done so, I would suggest that you download it now. And then briefly before we begin, please let me remind you that statements made today are not historical facts and maybe forward looking statements. These statements by their nature are uncertain any differ materially from actual results. We encourage you to read the forward-looking statements disclaimer in the presentation as well as the risk factors described in Newcastle’s filings made with the SEC.

I would like to also remind you that nothing on this call constitutes an offer to sell or solicitation of an offer to purchase any interest in Newcastle. The webcast and audio cast is copyrighted material of Newcastle and may not be duplicated, reproduced or rebroadcasted without our consent.

With that I would like to turn the call over to Wes.

Wes Edens

Great, thanks. Welcome everyone. So, I will refer to the supplement to flip through here and let me give the overview before I turn it over to Andrew and to Ken and Jon. On page 2, we show the results for the year. We’ve broken it out, on the left hand side the third and fourth quarter for Newcastle because -- the results of Newcastle that was its only kind of clean part of the year with the spins of the earlier company.

So, I try to make it abundantly clear as the performance of the company and the result of company for Newcastle today and as you can see GAAP income $0.09, core earnings $0.08, dividend $0.10. In each of those cases, there was considerable amount of un-invested that capital and we also had the bunch of the GateHouse debt with, that was held as debt and our converting to the equity which really changed earnings. The net impact of that had that actually been in place is about another $0.04 or so. So there is a bit of a drag for the un-invested stuff and that’s -- but we obviously took that into account when we set dividend policy for us. So for the year though, this chose the full results.

If you look at page 3, 2013by really every measure was an extraordinary year for the company, first and foremost from the performance of the company in the public markets. On the first day of 2013, stock price was $8.68, just a few days after that when we announce that we were going to spend, the company that became new residential and all the subsequent activity. But, $8.68 on day one, one year later $12.28 when we add up all the different components, plus dividend total of $13.36, so 54% total return in a market that did not have terrific investment opportunities. And we were able to find good things to do, recapitalize the company well and we think we created just a ton for value shareholders. And most importantly today, we think that there is a prospect for doing similar things here in the coming year.

So, just strictly from return standpoint, we feel terrific about what we’re able to accomplish for all the shareholders. In addition to the companies that were spun out, we have created a very significant senior housing platform that we think is the next kind of significant event for the company, really Andrew will walk through in detail. But from a standing start, less than two years ago, we’ve created a top ten housing platform; at the end of 2012, we had invested $81 million in capital for 12 properties; at the end of ‘13 that had grown very substantially to $494 million, 84 properties; there is not a lot of activity since the end of the year and the pipeline is incredibly robust. So there is a lot of good things to talk about there.

And then lastly, the core business, the kind of the original DNA of the company as a owner and manager of commercial real estate related debt, Ken has done a terrific job over the last number of years and last year was no exception, we had a significant amount of harvesting, we collapsed a deal, we bought in a bunch of our debt at a discount, the par, generate incremental money $115 million more in proceeds, so the collapse is of two of the transaction, so a lot of activity and very productive on that side as well and again more of that to come.

Page 4, the following page, this is a very, very overly simplified snapshot of what the company is today. You can see that just in terms of capital or value on balance sheet right now, we are just under 50% senior housing to CDOs. Actually if you roll these numbers forward through activity today, the 494 increases another $70 million or so. So, it gives -- basically very, very close to kind of a 50-50 proposition. And that is terrific, both in the nature of the investments that we have made and also the performance of them. But again, I’ll leave that to Andrew to talk about.

I think our target as we’ve said over time is to gradually -- in fact we take capital that comes out of the CDO business and redeploy it into the senior housing business unless there is other things that come up that we think are opportunistic. And that’s exactly what we have done. Given the scale of where we have achieved, what we’ve achieved in this company is now a very serious topic for us and our Board to consider whether or not this would be the kind of thing that we would spin out and give it its own separate identity as we’ve done with the companies thus far. Haven’t made a conclusive decision about that but I think given the scale of the business, I know think it is very viable and we will get the kind of trading and valuation metrics for this on a standalone basis, give people kind of the clarity that they’re looking for into that. But again, we have not made a definitive decision about that but that’s something that is clearly under consideration.

And so page 5, we then try to perform kind of a simplistic, some of the parts’ valuation to give you some sense of what it could be one versus the other. It’s a little (inaudible) and that we don’t have all the numbers kind of broken out clearly as we would, if were actually to go ahead with this. But in round terms, we think if you look at the senior housing portfolio capitalized such as it is, comparable companies trade at mid single-digit yield. So, we’ve used what we think are actually fairly generous metrics to try to describe what that would look like. The CDO business we think is going to generate kind of a mid-teens return. And so we’ve looked at those two together. I think without being specific as to what my own view is about this, I think it’s fair to say that we think that there is a material amount of upside in the evaluation of the company, if we are successful in actually getting this to the right place.

So, given the size of it, I feel great about it. I think that if and when we do go ahead with this thing, we’ll give you lots of clarity about how to think about it, willing to talk with Andrew about a lot as to when we do look at the senior housing on a standalone basis, right now we’ve got all secured debt against that. The right capital structure for those kind of companies to give them a proper flexibilities just to introduce other forms of debt in particular non-secured -- unsecured debt. So, there is a lot of work going on behind the scenes as we’re trying to sort this out, but -- and again, we’ll give you a very clear sense of that if when and that’s the right time to do so. But this page, I think just helps in terms of rounding what the valuation could be (inaudible) parts around it.

So with that let me pause and turn over to Andrew.

Andrew White

Thanks Wes. So given that we’re discussing our year-end results, I thought it might make sense to spend a few minutes reflecting on the evolution of the senior housing portfolio inside Newcastle the last 18 months. We now have one of the largest portfolios of independent living and assisted living properties in the U.S., but again, we really only started down this path 18 months ago.

Our first transaction was in July 2012, when we bought an 8 property portfolio on the West Coast and we completed two more transactions shortly thereafter. Based in part on the success we had with the first two transactions, we decided to commit significant resources to the senior housing business.

So we opened a Dallas office in the second quarter of last year and we now have a team dedicated exclusively to senior living at Newcastle. We started to see results from that team almost immediately as we closed $300 million of deals in the third quarter of 2013 and we’ve had a strong pipeline ever since. In the fourth quarter, we completed our first triple net lease deal and that one was obviously transformational for the Newcastle senior living business.

Looking forward, we have a strong pipeline with $300 million of assets either already closed in Q1 or closing shortly. And so now about 18 months into the life of this business, we have nearly $2 billion of assets that are closed or in contract that accounts for 97 properties with nearly 12,000 beds. And again, we’ve really only have the team in place for than a year, so we’re excited about what we think we can do going forward.

If you had a chance to printout the supplemental materials we posted, you will note we shared some of the information on the overall market. This continues to be a market with huge supply demand imbalance. Our target demographic is a fastest growing cohort in the U.S. population which provides tailwind on the operating side of the business.

And this continues to be a market dominated by smaller players which creates an opportunity to build value through consolidation. In the supplemental, we have also shared information on our portfolio as of Q4. As I already mentioned, we’ve assembled one of largest senior housing portfolios in the U.S. We are also happy to report we have one of the best product mixes in the industry. 100% of our beds are independent living or assisted living and we are 95% private pay.

In supplemental, we’ve shared some information on our performance to-date. Our seasoned portfolio which is the assets that we’ve owned for at least a year is generating 20% cash on cash returns versus 19% in the third quarter. And our newer investments are delivering 12% cash on cash returns which is consistent with the targets we’ve previously discussed. It was only had about a month and half of weighted average hold period for those newer investments.

Looking forward, we continue to build our pipeline. As I said, we had $300 million of assets that have either already closed in the first quarter or will close in the next ample of weeks. And we continue to have a very strong visible pipeline beyond that.

With that I’ll turn the call over to Ken.

Ken Riis

Thanks, Andrew. For those of you who can follow on, I’m going to talk about the legacy portfolio starting on page 13 of the supplement. So as it relates to our legacy portfolio, we had a very productive fourth quarter and full year. For the year we generated $240 million of cash. We bought back $153 million of our CDO liabilities at a price of 88% of par. And at the end of the fourth quarter, used a mezzanine investment held in our CDOs should structure an attractive new $50 million investment for the company. And then finally subsequent to quarter-end, we sold 100% of our Agency ARMS portfolio at an average price of about 106. And as a result, we paid off $500 million of repo debt and raised $28 million of net proceeds.

Going to page 14, it gives you a nice summary of our legacy portfolio of capital structure. As of the fourth quarter, we owned $2.1 billion face of assets financed with $1.4 billion of debt. From this $765 million of direct holdings, we project to recover over $600 million of principal if held through maturity.

Today the majority of these assets are held in our CDOs and the collateral in those CDOs continues to perform well from a pricing credit perspective. In the fourth quarter alone those assets increased in price by 2%.

If you turn to page 15, we highlight CDOs VIII and IX which are the last two CDOs that are meaningful for the company. We had $1.1 billion face amount of assets financed with $450 million of third-party debt.

On this page, the third-party debt is highlighted in blue and Newcastle's ownership is highlighted in green. These fields continue to generate good cash flow on a quarterly basis and overtime will generate meaningful return of capital due to our approximately 60% ownership of the capital structures.

So skipping to page 16, just to summarize in the fourth quarter our legacy portfolio generated $73 million of cash, $16 million of net interest proceeds and $57 million of return on capital.

I'll hand the call back over to Wes to talk about the new investment we made.

Wes Edens

Great. We’ve got a couple of pages of disclosure on investment that we had previously owned as a debt investment that kind of made in the CDOs that we've been working on and we're successful at the end of the year converting that into an equity investment. The sector is the Golf sector which I'm sure many of you agree with the skepticism given that there has not been a lot of great investment performance to come out of this. But I think from our standpoint, the characteristics of the marketplace and the opportunities that are forwarded by some of the stress in the sector make it worth looking at.

We made this investment, converted it from debt into equity in a form that we are very comfortable that if we chose do not pursue as an ongoing investment and something looked to liquidate it that it'd be very good economic return for us and that's kind of our base case for right now. It gives us a very substantial toehold in the industry and there is a lot of interesting things going on.

So with that as a backdrop and not any real news other than, let me give you a few thoughts about both the investments and what we see in the sector. So, on page 17 its schematic, my favorite picture is to show what our investment was, we had made an investment originally. On the left hand side in schematic where we see the green from the mezzanine, basically did a conventional transaction with the equity, [shift] them out, converted our debt into both the debt and the equity is still held on a non-consolidated basis, but effectively we own the equity of it.

Today we also made an incremental investment to the very senior most debt that I expect that we wind up getting refinanced out of here sooner rather than later. So the net investment ends up being a little over $50 million of original capital in the mezz, there is now accrete level, so we show that value of $58 million.

If you look at the following page, this gives you just a little bit of a snapshot of what led these 92 different properties at the Old American Golf portfolio. They are in 15 states. They have significant concentrations in particular on the West Coast in Texas and then the Southeast and the Northeast. So places where they are a lot of golf courses 67 of them are public courses, 25 product courses as a bunch of leased properties that are in the sector.

The performance of these assets over the last number of years has been actually quite consistent basically the EBITDA of the assets over the last number of years has been basically flat and has actually improved a little bit to come out of the recession. This is not an asset class that we think is going to go through any kind of a significant change in terms of positive income from course participation. But when you look at the sector there is roughly 14,000 golf courses in the United States, there has been a fair bit of overbuilding. Even this portfolio which is not significant as we measure investments, puts us something around the fourth largest owner operator of golf courses it gives you real place at the table.

And much as there was the case in the ski industry where there was a lot of effort that were made to make the sport more accessible, the sport easier and that was really the advent of snowboarding, it didn’t actually hurt skiing, in fact it actually helped it in a great deal in terms of participation. We think that there are things that could happen that would make the overall dynamics of the business better.

Although there are certain core pieces and while we’re interested in this has less to do with that and growth of the business and more something because we think that there could be opportunities to buy assets at very good prices.

So this is -- more can I say to the New Media investments we’re making where we’re buying newspapers what we think are terrific values for obviously looking at ways to create value on a long-term basis, but the real value is made and purchase other. We haven’t made any subsequent investments; we have looked at a number of different things. And I’m not sure that we won’t make those subsequent investments, it’s something we’re closely evaluating.

And so I’m sure people will look at the sector and say what are you doing with this, it’s just a matter of once again trying to be opportunistic. It’s a big addressable sector that lacks institutional sponsorship at every level, that's what makes it interesting and so that's why we include the disclosure value. So that's what it is.

With that let me turn over to Jon to walk through the financial results. Jon?

Jon Brown

Hi everyone. Thank you, Wes. I’m going to provide a quick overview of our results. In the fourth quarter we generated GAAP income of $29 million or $0.09 per diluted share. This included core earnings of $27 million or $0.08 per diluted share. For the full year we generated GAAP income of $146 million or $0.51 per diluted share. This included core earnings of $141 million or $0.50 per diluted share.

On December 18th, we declared a common dividend of $0.10 per share or $35 million. Throughout 2013, we declared common dividends of $0.59 per share or $163 million. In addition in May, we spun off New Residential Investment Corp in the form of the stock dividend to the fair value of $6.89 per share.

We would like to note that as a result of the transactions we entered into in the fourth quarter of 2013, we now report our segments by business line rather than by financing type. To provide you with more information on our results, we have posted our fourth quarter supplemental disclosures on our website.

You will notice we included detailed asset performance data for each of our primary business lines in the appendices as well. We look forward to update you on our progress in the coming quarters.

I will now turn the call over to the operator for Q&A.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question comes from the line of Douglas Harter with Credit Suisse.

Douglas Harter - Credit Suisse

Thanks. Can you update us as to where your kind of uninvested cash is today, when we can get a sense as to when you might have a quarter where you don’t have the significant cash drag and sort of earn your potential?

Jon Brown

The uninvested cash is about $75 million today. And we’re now timing the key investments from the CDOs and other debt into the senior housing pipeline in a fashion that we think we have a better match on the way we can take money out of the investments and put them into the senior housing. So we are hoping to decrease the drag in the coming year.

Douglas Harter - Credit Suisse

Great. And then Wes, you talked about the potential for spinning out the senior living I was just wondering if you could talk about obviously one of the attractiveness as you free up capital from the old CDOs, it’s a pretty nice cost of capital to be getting to grow the senior living business. Can you talk about why you might want to put that up and give up that sort of access to capital to grow this senior living business?

Wes Edens

Yes. The capital we generate from the CDO portfolio in the ordinary course, we think that the delta between selling those and collapsing those deals today and harvested them in due course in kind of expected materials the next two to three years to be something on the order of about $100 million. So we have done a good job I think and the folks have done a good job at free enough capital to provide the equity capital to be invested in the senior housing business, I think the results show that very clearly. If people ask this questions some from all the time, which is why don’t you simply just sell everything into the debt portfolio and put along the thing senior housing today, my answer is that $100 million is a lot of money it’s hard to make $100 million. So let’s all agree that there is a lot of money and we will do in the ordinary course and what makes sense will do it.

I think that given the dimensions of the business that we have now constructed on the senior side, I do think it’s viable as a standalone enterprise and much as it was the case with both the NRZ as well as the New Media, I think that giving it, its own standalone vitality to result in a significant amount of shareholder appreciation and that’s why we are considering it at the first place.

But it is about between that and continuing to use the existing capital structure that sits in size and so that’s something we and our Board and the advisors all consider. And so as I said nothing is definitive this time, but those are the different aspects to return a balance.

Douglas Harter - Credit Suisse

Great thank you.

Operator

Your next question comes from the line of Bose George with KBW.

Bose George - KBW

Hey. Good morning. Actually can you just give us the impact of the excess capital, again. I thought it was around $0.02, but I thought in your prepared remarks you said $0.04?

Ken Riis

It is really combination of the excess capital plus we hold a bunch of gatehouse debt that was paying a debt coupon not going to the full economics as if it is on the equity of the company, the company of those two is about $0.04.

Bose George - KBW

Okay, great. Thanks. And then actually we look at modeling the earnings pro forma for the new media spend. How much of the earnings gets pulled out, I mean on a after tax basis it looks like it was a little over plenty of earnings for New Media, is that seem right?

Jon Brown

For the short period that we had in the fourth quarter that's about right.

Bose George - KBW

Okay, great. And then in terms of the dividend outlook, how should we think about that post in New Media's spin? Is this dividend a reasonable number post spin?

Ken Riis

It is. I think again dividend policy is set by the Board. So I only give my $0.02 on it. But I think that you can see that's why I broke out the results for the second half for the year of the kind of core new accounts with business. You can see that the results are actually quite stable. And with the capital being invested actually we get go through our kind of core earnings being greater than our dividend.

But I think the stable dividend and then obviously our goal is to grow overtime is what our stated intention are.

Bose George - KBW

Okay, great. Thank you.

Operator

Your next question comes from the line of Matthew Howlett with UBS.

Matthew Howlett - UBS

Hey guys, thanks for taking my questions. I think the spin out of the healthcare potential spin, I think it's interesting given clearly there is a disconnection with the valuation. My first question is what would legacy NCT with the CDO is running off and would you try to restart on origination platform? I mean what could you tell us about what that legacy company would look like going forward?

Ken Riis

Yes, I think that's a good question. There is a number of things we're looking at. Our industrialists folks and we're constantly trying to look at opportunities in marketplace, the things that we think we can create value and there is a financial services mortgage related financial services and business that we had spent a lot of time on that, I think that’s interesting, there is actually a multi family situation, we had spent a lot of time and we think it's interesting.

So there are, there really are three or four things that we have looked at in various combinations and there is nothing definitive yet. We think we do have actually a fair bit of time in that the cash flows from the debt portfolios are very solid and have been terrific the source of income for us, but it clearly is the topic that we’re very focused on.

Matthew Howlett - UBS

Got you. And then is there any indication how big the healthcare, how much more transitioning of the capital, I know you’ve the uninvested cash then you continue to sale stuff inside CDOs and get cash back from Class A bond particularly of CDOA. I mean how big would healthcare be in terms of equity invested before was (inaudible) is there a simpler reasonable target you hit those?

Ken Riis

Well just the kind of the ballpark targets would be, at the end of the year it was less than 50% was in senior housing, but this is called 40%, 45% senior housing in the balance of debt. Today committed capital that number is closer to 50-50. If we were to proceed with the spin even in the short-term it’s likely you’re going to put more than 50-50. So, I can’t be precise on the numbers because you don’t know exactly where at all end up, but I think 40-60 at the end of the year 60-40 by the time it was spun those might be good guesses but they’re really just guesses because we don’t have the precise numbers until we actually go ahead and doing something.

Matthew Howlett - UBS

Got you. Okay. And then Andrew this question is for you just on the senior housing, you’ve done a great job with the 2012 investments and the managed investments, you look at the ’13 in essence I know you have the big holiday transaction in there which is a net lease. The 12% lever deal in 4Q ‘13, now that’s well below your target. How long would it take to get to the target on that piece of the business?

Andrew White

Yes. So, and we can probably do a better job decided in the 2013 investments to between managed and the net leased.

Matthew Howlett - UBS

Right.

Andrew White

The net lease is obviously a little more predictable with fixed escalators and fixed rate debt, where we think it was actually 13 in the first full year goes to a 17 over the first handful of years. That’s obviously predictable with fixed rate debt and fixed accelerators. On the manage side, I there are couple of dozen new investments on the managed side there. And I think the guidance we've given is kind of two to three years from the 12% going in levered yields to the 20% stabilized yields.

I think obviously we did a much quicker ramp up on the first vintage the 2012 stuff. And I’m optimistic that we can kind of perform on the front end of that kind of two to three year timeline, but I think it’s, we’re selling in a handful of months into each of those investments. So I think we’ll see how it goes, but.

Matthew Howlett - UBS

Yes, you are going to (inaudible) stuff you are ready to put in place. I mean on the pipeline do you still feel like you can get those separate returns what the leverage or the debt market still receptive I mean, all those targets still in place as you look any of acquisitions?

Andrew White

Yes. I think, the simple answer is yes, I think it’s obviously an asset by asset story, but I think the simple answer to your question is yes.

Matthew Howlett - UBS

And last question, Andy, on entering into another net lease transaction, was holiday or someone else, are you still looking at possibly doing another big transaction or what can you tell us on that side?

I think there is a pipeline has been today and we’ll continue to be kind of a balance between, the handful of single asset deals in each quarter and then kind of a larger chunkier deal, obviously the fourth quarter one was quite large, but transactions in the $150 million to $200 million range. We are definitely spending more time these days looking at net lease deals where we think we can have good going in year one lease rates with the outside escalators on the front end to capture kind of contractually what we think it’s upside in assets. So I think we've definitely spending more time on that now.

Matthew Howlett - UBS

Great, great thanks guys.

Operator

Your next question comes from the line of Amy DeBone with Compass Point.

Amy DeBone - Compass Point

Hi, thanks for taking my questions. So trying to get a better sense of the performance of the media investment; and on page five of the release, the other revenue items that pertain to GateHouse advertising circulation and commercial [spending]. Those numbers represent -- can confirm that those numbers represent performance from November 26 to the end of the quarter?

Wes Edens

Yes, I think with respect to the media investments that company New Media is in registration right now with the SEC. And I want to be very careful that we don’t speak of things kind to out of turn of that. We think that in the very near term we are going to be in position to kind of to be very clear with what is going on other than what is stated in the numbers. Bottom line is that we are very happy with the performance of the company. And we think that that company both from an operating standpoint and an acquisition standpoint has a tremendous amount of potential. And I would love to be detailed about that but I don’t want to do so out of order and out of culture with what we are doing with the SEC because it’s a (just) brand new company, we just have filed it obviously. So hopefully that will be something we can address in a very near-term.

Operator

(Operator Instructions) You do have a follow up question from the line of Bose George with KBW.

Bose George - KBW

I just wanted to get the equity that was contributed to New Media, just wanted to figure out pro forma equity after the spin?

Wes Edens

I think $384 million and making that up, I’m looking to the accounts but I think that’s the number that that comes to mind. I think that 384 is the total capital contribution to New Media.

Bose George - KBW

So, 384 million, that’s the total amount of basically your equity that’s not New Media?

Wes Edens

No it’s the total amount of equity which were [5%] of that. So, the equity footings from New Media $384 million, I think that Newcastle had 85% of that.

Bose George - KBW

Okay. So 85% of that is the part of your equity that’s not New Media equity, 85% of the $384 million?

Wes Edens

That’s correct, and that’s what was distributed to shareholders.

Bose George - KBW

Okay, great, thanks.

Operator

Thank you. I’d now like to turn the call back over to Wes for any closing remarks.

Wes Edens

That’s all. Thanks very much. Great year last year. Guys, we’re hopeful for similar results this year. Thanks a lot.

Operator

Again, thank you for your participation. This concludes today’s conference. You may now disconnect.

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