REIT Wrecks » NCT

Fortress Investment Group Fails To Knuckle Newcastle Preferreds

REIT Wrecks — Mon, 29 Mar 2010 09:22:51 +0000

Newcastle Investment Corp., (NCT) a Mortgage REIT managed by Fortress Investment Group, will continue to contribute management fees to FIG’s income statement for at least another year. But whether NCT makes it out of 2010 is an another question. Newcastle is suffering from a host of balance sheet issues, including a portfolio full of CDOs that are struggling to meet their O/C tests and an inability to raise fresh capital.

Newcastle is externally managed by Fortress, and Fortress owns 2.3% of the Newcastle common, so it’s no surprise that one of the first moves Fortress made was to threaten the preferred holders with de-listing unless they agreed to convert into common at about $0.20 on the dollar (cheers: Richard52). However, it turned out that the preferred holders, who were primarily retail investors with limited ability to organize, ultimately prevailed. Their ace in the hole was the right to appoint two members to NCT’s Fortress-sponsored board if NCT failed to pay their dividends for six consecutive quarters. Last week, after two previous attempts to strong-arm the preferred holders and about one month before six consecutive quarters would have elapsed, Fortress and NCT both blinked.

However, with those pesky preferred shareholders now finally out of the way, NCT still faces an incredibly difficult task. After the preferred redemption, which will cost Newcastle $27 million in cash (in addition to the issuance of 9.1 million in new common shares), Newcastle will be left with about $31.5 million in unrestricted cash. (As February 17th, Newcastle had $58.8 million of unrestricted cash available, down from $68.3 million at year end.) This is not a healthy cash cushion for a highly leveraged company that’s in the business of manufacturing net interest income, even if most of that leverage is now non-recourse.

The reason is that in 2010 Newcastle, like Northstar, is going to have an increasingly difficult time managing its CDO overcollateralization tests (see “CDOs Explained“) . However, because its ability to manage the tests is even more limited, Newcastle appears to be at even greater risk than Northstar. NCT’s CDO re-investment periods are not only coming to an end, eliminating Newcastle’s ability to rebalance the CDO asset cushions, but NCT’s CDO trustee also recently notified NCT that it can no longer repurchase individual CDO notes without the approval of senior noteholders (see “CDO Buybacks Explained, Step By Step“).

With at least $1.1 billion of CDO assets under negative watch for possible downgrade by at least one of the rating agencies as of January 31st, and with CDOs IV, V, VI and VII already out of in compliance with their applicable over collateralization tests as of February 17, 2010, NCT’s margin for error is slight. To the extent Newcastle fails to meet its O/C tests on any of the remaining $1.1 billion in CDOs under watch, interest income on those CDOs would be diverted away from the junior noteholders (NCT is a junior noteholder) to the senior noteholders, and NCT’s precariously low cash position would quickly become even more precarious. In certain cases, NCT could also be replaced as Collateral Manager, which would further jeopardize its cash flow.

Certainly, retiring the preferred shares (and paying off the accrued dividend liability) is the first step in recapitalizing the company, but it’s not the last. Newcastle still needs to raise additional capital to eliminate its remaining non-recourse debt, to defuse its ticking CDO time bombs, and to re-invest in new debt instruments that are accretive. The latter third of this proposition is the life blood of a company like Newcastle, and without that NCT’s prospects remain exceptionally unexciting.

REIT Preferreds: NCT Says Location, Location, Location

REIT Wrecks — Fri, 19 Dec 2008 20:24:00 +0000

Boy did I make a mistake, and it was with real money. When Wes Edens stopped bothering to show up for Newcastle’s earnings calls, I should have realized what was going on. Sure he had purchased a bunch of NCT stock earlier in 2007, but with whose money? He had taken Fortress public just a few months earlier and reaped a huge windfall. So what’s a few million dropped along the ramparts of one of his embattled castles? He made his indifference public today with the announcement that NCT would not only skip the common dividend in Q4, but they would also stiff their preferred holders too.

It was only a few months ago that I thought NCT would pay a special dividend in Q4. In the second quarter, NCT reported operating earnings (Non-GAAP) which were twice the dividend, a big jump in cash, to $170 million, and $88 million in debt reduction, $57 of which was recourse. And they had effectively covered the entire annual dividend with just six months of operating earnings. What happened after that must have been a real disaster.

It appears as though NCT was forced to sell big chunks of the portfolio at a significant loss in the process of getting to this very precarious point. There is really no other explanation for deciding to stiff your preferred investors – it is tantamount to a default. Unfortunately, they gave no update on their cash position, which in and of itself, given the situation, is not reassuring.

As of July 31st, however, they had $170 million in cash and had already covered the dividend. By the time Ken Riis held the Q3 earnings call, unrestricted cash had dwindled to about $100 million, which was not great, but still not terrible, and it was certainly enough to fund the preferreds. However, by “electing” not to pay a preferred dividend, which is hardly an election, one can only assume that Q4 was a disastrous three months of losses driven by margin calls, and it looks like NCT is now in some serious, serious trouble.

Updating yields on the Mortgage REIT list keeps getting easier and easier. There are now more zeros than a room full of turnips.

Disclosures: None at the time of publication

mortgage reits, reit,reit

Newcastle’s High Yield Going Higher?

REIT Wrecks — Wed, 27 Aug 2008 17:12:00 +0000

The gap between the perception of the risks in mortgage debt and the actual risks is now the exact opposite of where it was just before the credit crunch began.

Let’s see, there are a few positive things happening out there and I think I need to write about them before my prescription runs out…

First, it’s an election year and not too difficult to make a connection between the calendar and the $300 billion loan modification program housing bill that just passed. We also have 2% Fed Funds rate, and a whole slew of obscure but hugely important Fed programs aimed at restoring liquidity. These programs are unprecedented in scope, and all of it marks a big turnaround from the laissez-faire 5,000 former bear stearns employees days of “largely contained” subprime morgage defaults.

Things will turn around though, they always do, and I think Newcastle is one REIT that may be turning around sooner that some others. I sold NCT late in 2007, which sadly I cannot attribute to any unique insight. I simply got a margin call. That proved to be serendipitous, and a rare bit of good luck for me in what has been an otherwise miserable several months for NCT. In July, the stock hit $4.50.

But Newcastle is no Alesco, and I’ve been interested in developments there ever since the REIT cut its dividend to less than half its taxable income. REITs are required to pay out 90% of their taxable income to shareholders, so what were they planning to do with all that cash, assuming it wasn’t burned up with more losses? Could a special dividend be on the way?

That became an even more pertinent question this quarter, when NCT reported operating earnings (Non-GAAP) which were twice the dividend yet again, a big jump in cash, to $170 million, and $88 million in debt reduction, $57 of which was recourse. 13% of NCTs debt now remains recourse to the Company (less, on a percentage basis, than AHR), and half of that consists of recourse debt on liquid, AAA-implied agency securities.

The Company is also in a similar position to Northstar (The Mortgage REIT With $4 Billion Of Sweet CDOs) with respect to its CDO assets. As loans inside NCT’s CDOs get paid off, NCT has been busy replacing them with new assets that are yielding 2-3% more (N.B., NCT’s funding costs do not go up, because the poor sots who own the CDOs are stuck with their miserable LIBOR +50). NCT replaced $63 million of CDO assets in the second quarter, and they expect the higher yields on this $63 million alone will generate an additional .06/share annually in earnings.

The Company is also working on further debt reductions, which may occur through asset sales. By the end of the third quarter, if all goes according to plan, NCT plans to be back out in the market aggressively acquiring new assets. They see three primary opportunities, either (1) the repurchase of common stock, which may be the most accretive, (2) the continued repurchase of CDO debt, or (3) the acquisition of new mortgage assets. Obviously, with market spreads being what they are, the ability to do any one of these three things could prove to be lucrative.

That’s the good news, and everybody already knows the bad news – or at least they should. In March of 2007, NCT made a contrarian call on the single family mortgage market and announced a $1.7 billion purchase of subprime mortgages. Out of the entire portfolio, almost 40% of the mortgages were in California and Florida.

Back then, the stock was trading at $27. They eventually kicked out $400 million in mortgages – let’s hope they were in Stockton and Bakersfield – and closed on $1.3 in May, intending to securitize the loans and retain a $75 million residual. That never happened, and the value of those securities (among other things in their portfolio) clearly kept dropping. NCT was forced to raise cash by selling $1.8 billion of assets in Q1, including $770 million of agency-backed mortgages, which is the good stuff (implied AAA), and take huge write downs on much of the rest of their portfolio they couldn’t sell.

Those write downs continued in the second quarter, and in the end the write downs can also be a big driver of taxable income. The question swirling around NCT right now is how big a driver. NCT has now covered their full year dividend nut with just six months of operating earnings. The Company wouldn’t give guidance on full year taxable income, but they have consistently said that they intend to make distributions such that they meet meet the 90% requirement. Assuming NCT’s current porfolio marks are enough, if NCT can accomplish anything even close to its first and second quarter run rate in the third and fourth quarters, a special dividend gets added to the yield pot in Q4.

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Disclosures: None at the time of this writing