Ladies and gentlemen, thank you for standing by. Welcome to the MFA Financial, Inc. First Quarter Earnings Conference Call. At this time all participants are in a listen-only mode. Later on we will conduct a question-and-answer session. [Operator Instructions]. I'd now like to turn the conference over to Harold Schwartz. Please go ahead.

Thank you, operator and good morning everyone and thank you for your patience while we resolved some technological issues on our end. The information discussed on this conference call today may contain or refer to forward-looking statements regarding MFA Financial, Inc., which reflect management's beliefs, expectations and assumptions as to MFA's future performance and operations. When used, statements that are not historical in nature, including those containing words such as will, believe, expect, anticipate, estimate, should, could, would or similar expressions are intended to identify forward-looking statements. All forward-looking statements speak only as of the date on which they are made. These types of statements are subject to various known and unknown risks, uncertainties, assumptions and other factors, including those described in MFA's annual report on Form 10-K for the year ended December 31, 2019, and other reports that it may file from time to time with the Securities and Exchange Commission. These risks, uncertainties and other factors could cause MFA's actual results to differ materially from those projected, expressed, or implied in any forward-looking statements it makes. For additional information regarding MFA's use of forward-looking statements, please see the relevant disclosure in the press release announcing MFA's first quarter 2020 financial results. Thank you for your time. I would now like to turn the call over to MFA's CEO and President, Craig Knutson.

Thank you Hal and good morning everyone. Little did I know that I would have to compete for air time with Jerome Powell who is testifying in the senate at 10 AM I apologize for those of you who drew the short straw and got stuck in our call. I'd like to thank you for your interest in and welcome you to MFA Financial’s first quarter 2020 financial results webcast. Also dialed in with me today are Steve Yarad, our CFO, Gudmundur Kristjansson and Bryan Wulfsohn our co-Chief Investment Officers and other members of senior management. Our format this morning will be slightly different from our customary earnings call. We have an earnings presentation on our website and filed as part of an 8-K filing this morning. But unlike our usual earnings calls, this deck will not scroll on the webcast and we will not follow the earnings deck page by page, as we typically do. I encourage you to open the presentation, as I will refer at times to various pages in the deck as I deliver prepared remarks before opening up the call to questions. Before we begin, I want to give a shout out to our entire MFA team. The last three months have obviously been extremely challenging and made exponentially more so by the fact that all of our efforts have been remote. The company fully implemented our business continuity plan during the third week of March and successfully completely transitioned to a remote work environment to address the operating risks associated with the global COVID-19 pandemic. That effort and commitment displayed by our entire team over the last three months has been extraordinary and I've been humbled by their dedication. Before we discuss the first quarter of 2020 financial results, which frankly, at this point…

[Operator Instructions]. And our first question will go to Doug Harter with Credit Suisse. Please go ahead.

Thanks. Can you just talk about the non-mark-to-market facility, I guess how should we think about the incremental cost to have that added protection of non-mark-to- market?

Sure Doug. Thanks for the question. So without -- yes, it is slightly more expensive, although it's not really that much more expensive. The bigger difference is the advance rates as you can imagine are lower. And so hence the reason for more capital and overall less leverage overall. But, without -- and then we're still in the process of negotiating a fix and flip lines. So it's a little bit too early to give you exact spread levels. We will definitely do that on the second quarter earnings call. But like I say, they're not that much more expensive than what we used to pay.

Alright, thanks. And you mentioned in your prepared remarks, that with this new capital you might be able to take advantage of investment opportunities is there any way you can size how much kind of available liquidity you think you would have to invest following kind of all the actions you've taken?

Sure. Again, it's a little preliminary because, there's -- this probably, this will likely fund at the end -- towards the end of June when we get to the end of the forbearance period. And some of that will be used to pay down some of the existing repo lines but suffice to say, it will be hundreds of millions of dollars. So, it'll be substantial dry powder to look for new opportunities.

Alright. Thank you, Craig.

And we'll go to Stephen Laws with Raymond James. Please go ahead.

Good morning.

Morning, Stephen.

I guess -- good morning. To follow up on Doug's question, I think you commented during the prepared remarks 60% of the financing, pro forma for the new non-mark-to-market facility will be non-mark-to-market, leverage was 1.9, is that about where you want to be, do you see the leverage going down from here, does it go up from here given the shift and the risk around the financing, kind of how do you view the optimal portfolio size here for the near-term, either bigger or smaller staying the same?

I don't -- I certainly don't think it needs to be any smaller than it is today. I think, there's room to increase it somewhat. I think, the leverage number could increase somewhat for several reasons. We still have and we'll have a number of unencumbered assets which we could add leverage to. An example of those would be the REO portfolio which right now we're essentially 100% unencumbered. The other is through securitization, effectively we get higher levels of leverage through securitization. And because it's termed out and it's non-mark-to-market it's a different type of leverage. So, I think it could stick hard, do I see it going back up to three times where it was before, where we used to say that we were the lowest levered mortgage rate in the space. Probably not, but certainly within the twos is conceivable.

Great, thanks for that color and a couple of things around the Apollo announcement, saw the filing and I assumed again to follow-up Doug the financing facility to get more clarity on pricing there on the new non-mark-to-market, I think it's expected to close January -- 10 days from now. So is that when we'll see pricing or will it be after that?

I think what we would probably do is endeavor to provide more clarity on our liability cost structure, on the earnings call for the second quarter. We'll have the Apollo and Athene numbers obviously at the end of June. But some of the other financing may not completely be in place yet. So, we're moving as fast as we can to solidify that. We need to renegotiate MRAs with our existing lenders for the post forbearance lending environment. And so, all that will come to -- will come into place but at a minimum we will provide much more robust disclosure on that cost structure on the second quarter earnings call. And again, keep in mind that none of those numbers will be reflected in the second quarter. So they won't even begin to be reflected in financial results until the third quarter.

Okay, that's helpful to think about that from timing. On the Athene commitment to buying bonds next year relation, can you give us any color on where the bonds are in the stack that they're committed to look at and when that securitization may come, I mean how should we think about the benefits to the MSA from that commitment?

So I think the benefits are pretty substantial. They would typically be on the bonds below AAA's. And as far as timing on that securitization, it's hard to say. We were literally one or two days in March from pricing a securitization on non-QM loans. So, suffice to say that the pools of the loans are teed up to securitize. So, we're going to move ahead with that as quickly as we can.

Great. And last question, I think for me, I would really appreciate the color around REIT taxable income and carry spillover from last year and distribution dates. I guess the way I understand it is that while the losses on security sales can offset REIT ordinary income, the losses on the hedges and swaps can’t since that's considered part of financing and can offset for ordinary income. So I guess first, am I correct with that statement and if so, can you quantify I believe I wrote it down, tried to what the losses were in line to the swaps, there was 170 million, maybe it'll be amortized in the interest expense over 20 months I believe. Is that all going to be able to offset ordinary income this year or does it carry over next year as well?

So it's a good question and unfortunately I don't have Terry Meyers on this call. Steve, I'm not sure if you know the answer to that or maybe, yes, we can get back on that one.

Yes, Craig, Steve’s questions are good one. And I think we disclosed in the press release that as a result of the unwarned, the 4.1 being swaps, we have roughly 71 million of losses that are currently trapped in OCI and so right now if those -- the liabilities that we are hedging for accounting purposes, the swaps have a 20 months sort of average life. So all things stay as they are right now those losses will be recognized for accounting purposes over that period of time. It's going to depend on assessment of whether those hedged items will -- the probability of those hedges or hedge items recurring in the future. And that will ultimately determine the timing of when those losses are recognized for GAAP accounting purposes and also ultimately for tax. So, based on how that assessment plays out, as we as we renegotiate financing it could impact the timing of that. So that's the only remaining remains to be seen as to exactly when those losses are recognized in GAAP income and taxable income. But right now, it's based on the assessment that we've done it would be recognized over about a 20 month period.

Correct, thanks for the color on that, appreciate taking my questions this morning.

Thanks Steve.

Thanks. We'll go to Rick Shane with JP Morgan. Please go ahead.

Hey guys, thanks for taking my questions and thank you for all of the disclosure and the timeline. It's very helpful. I just want to understand the Apollo work position a little bit better. Typically we talk about words in terms of coverage, what is the coverage in the context of the $500 million facility?

So it's disclosed in the 8-K. It's basically two warrant packages, a total of 7.5% and the pricing was struck when the term sheet was signed, although coincidentally, I think the blended exercise price of the warrants is approximately equal to the 60 days VWAP of the stock.

Got it. Okay, that's helpful and I did not see that in the 8-K. There's a ton of material this morning, so I apologize for listening now, but that's helpful. Look, you guys talk about the, excuse me, the strategic nature of the partnership. Obviously, Apollo from a funding and financing perspective is a global leader. They also, frankly, have some history in the space strategically. I'm curious if you see it really as more of a funding relationship or ultimately more of a partnership in terms of asset gathering as well?

I mean, frankly, I think it's probably both. I think, you've already seen with Athene that Athene has leaned in to lend us money and to lend us attractive term, non-mark-to-market money. They're doing the same thing with another dealer on our fix and flip portfolio. They're purchasing subordinate bonds in securitizations that we do. I think, Athene is obviously a buyer of mortgage assets. So I think we view it very much as a partnership. Within the Apollo complex there's also an originator, Amerihome. So, I think it remains to be seen where all the possible synergies are. But, we think it's very much a strategic relationship and it's certainly more than just funding.

Got it, very helpful. Hey, guys. Thank you very much.

Thanks Rick.

And we'll go to Kenneth Lee with RBC Capital Markets. Please go ahead.

Hi, thanks for taking my question. You mentioned that over time you're expected to finance more the residential whole loans through securitizations. Wondering if you could just give us some color on the current environment that you're seeing in terms of securitizations?

Sure. Bryan, you want to talk about that?

Yeah, sure. Actually, more recent times there has been a fair amount of demand for the senior part of the stack. As Craig was mentioning in his prepared remarks, it spreads really wide and out going into March and April, but from May and then you've really seen sort of the return of a securitization and now you're seeing sort of spreads on the AAA anywhere between 125 and 150 at the moment. So there seems to be a lot of pent up demand from the lack of issuance over that two month period. And so there's a lot of demand for the security. So we're -- the outlook on that, at least in the immediate near term is pretty positive.

Great, thanks. And just one follow-up, if I may. And it sounds like we would see this from financing facilities, as was the capital ways that the liquidity position and the general resiliency of the company has been improved significantly. But wondering, with 60% of the portfolio, as you mentioned, now being financed through a non-mark-to-market is there any way you could just sort of give us a sense or better yet, frame how strong this liquidity position is in terms of being able to withstand any kind of potential market volatility going forward? Thanks.

Sure. Well, we think -- we think it's a substantially more bullet proof financing structure given additional liquidity. And given the non-mark-to-market nature we think it is very durable. To your point about the securitizations I think as some of these securitizations occur, those are loans that will go off those lines because they'll be part of the securitization. And, even at current levels, which are 25 or maybe 30 basis points wider than where they were in early March, they're still very attractive levels given how low swap rates are. So I think and obviously the securitization is completely non-recourse, non-mark-to-market. So I think we're in a substantially better situation. Also, keep in mind that as I said, there were 800 million of margin calls over a two week period, and 600 million of that was mortgage backed securities. And our mortgage backed securities portfolio at this point is very small. So, it really was the securities portfolio, ironically, that caused so much of the pain rather than the loans. And yes, the loans did decline in value but the loan value decline happened over a much longer period of time. And it was nowhere near as deep as the securities value declines.

Great, that's very helpful. Appreciate it and thank you very much.

[Operator Instructions]. And we'll go to Eric Hagen with KBW. Please go ahead.

Hey, thanks. Good morning, guys and hope you're all doing well. Good morning. What's -- can you just tell us the amount of unrealized loss that's remaining in the portfolio now and how much of that, I guess, do you think can be recovered, I mean, how much of those marks on the loan side are due to things like liquidity that aren't necessarily credit related or explicitly credit related and could be recovered?

Sure, good question. Steve, do you want to tackle that.

Sure, Craig. So on the carrying value loans which impacts our economic book value, the losses on those at the current position into May they are in unrealized loss position of roughly $160 million. And to the extent that prices continue to recover. It's hard to say how much they could recover liquidity or what not but this as an example, if there was a one point increase in pricing across that portfolio that would reduce those losses by roughly $50 million. And similarly, on the security side, because of the way we did the accounting on the CRT Securities and the MSR notes by selling those securities, and we impaired those securities and adjusted the amortized costs at the end of March, if there's increases in those prices, again, hard to suggest how much that might be. But as an example, if they were to avert the part over time, there would be a fairly sensational impact on our net book value, as much as $70 million if they were to revert to par. So that would have an increase -- significant increase impact as well. So hard to say exactly how much recovery could occur, but it is certainly based on up list and the book value as a result of continued recovery in those prices.

And Steve what about loan loss reserves.

Yeah, that's the other thing. I mean obviously we applied CECL in the first quarter for the first time, probably the worst possible timing to apply an accounting standard that was really based on projection of future losses. So, we obviously took some significant reserves on our carrying value portfolios. And, we used I think prudently conservative assumptions. The special reserve is sort of heavily dependent on macroeconomic factors like unemployment and HDI. And, we have roughly $140 million to $150 million of CECL reserves. So, if our assumptions are a little too conservative, perhaps, I don't know if they will be or they won’t be able to paying down as things progress. But that's another area where there could be some potential uplift in capital value moving forward.

Got it, that’s helpful detail. And I'm wondering how you guys are thinking about the shape of the capital structure here, I think the intention when you guys raised the preferred in February was to retire the baby bond and maybe some of the press or maybe have that backwards, but I mean, what's the plan here, is there still some capacity to be able to do that? Or just your overall thoughts on, I guess, the shape of the capital structure?

So I think, we're pretty happy with the shape of the capital structure. I think, the timing of that Series C was such that the world changed very quickly in the course of a few days. And so we did not end up calling the baby bonds. So I think, we'll look at that over time. But like I say, we're not unhappy with our capital structure at this point. I don't think it's, overly heavily weighted towards preferred, certainly. So we'll just sort of, you know, take it quarter by quarter and see.

Okay, and I know that there is a lot of I guess -- feels like there's moving pieces with various facilities and what you guys are on the brink of, sounds like a painting and I know that 40% of the funding work will be -- but can you give us detail on what assets that Repo will be funding and what's the terms? I mean, is there any risk that that doesn't roll and they are still barely mark-to-market on that remainder, that remaining repo?

So there's always danger that repo won't roll, although, we're down to six counter parties in the current forbearance plan and suffice to say, we're very familiar with all six of them and have had so many discussions with them about this. I think, to give you an example, I think some of the way that we create a little bit more durable financing on let’s say loans for instance is even if it is a daily mark-to-market, if the permitted advance rate is, let's say 70%, which is probably lower than it used to be. But let's say the permitted advance rate is 70%, if we instead of borrowing 70%, if we borrow 65% or even 60%, it creates a little bit of a margin holiday and that the price of the loans could decline. But it wouldn't generate a margin call until you actually made up the difference between the actual borrowing rate and the advance rate. So that's one way to create a slightly more durable financing out of daily mark-to-market financing.

Right. Can I press you for where that repo is going to be sitting and what it's going to be funding. I mean, it sounds like maybe the non-QM has committed funding at this point. But I guess what I'm asking is, where are you -- where you start trying to tie up some potential term funding and what are you not able to get term funding on potentially?

I mean, we can get term funding, it is just a question of we have more loans than we have term funding. So we just have to figure out how to allocate. So I think a substantial portion of non-QM will be termed out non-mark-to-market but a substantial portion will be more traditional as well. I think, as I mentioned the goal is to put this facility in place for fix and flip, which will be term, not mark-to-market and that would be for that whole portfolio. The rest of the loan portfolio is spread around, I think more of the non-performing loans are better suited to the existing facility with Barclays and Athene. But as far as re-performing and season performing, they're all somewhat fungible.

Okay, and there's flexibility for what you guys can pledge on the line with Apollo and Athene and Barclays or is it pretty strict…

Yeah, it doesn’t mean that we can pledge everything but there's a fair amount of flexibility.

Got it, hey thanks for the comments. Appreciate it.

And we'll go to Steve Delaney with JMP Securities. Please go ahead.

Thanks. Hey, good morning everyone and sorry to be late getting in the queue. I had the code wrong. So first, just congratulations on the ReFi package. Two points there. Strong strategic partners and buyer mouth it looked like the dilution from the warrants was far less than we've seen in some other financing. So great job on that. Craig, can you I guess eventually we'll see this but just quickly, trying to run through the 8-K. I didn't see a reference to the rate index or which you'd be paying on these two facilities the 500 senior secured and the borrowing facility, could you let us know what the payment terms are on those facilities?

Sure Steve, thanks for the question. Good to finally talk to you again. So, we talked about this earlier in the call. Well, we'll report more robustly on the cost structure of our liability structure when we report our second quarter earnings, if not in the 8-K, so don't kill yourself looking for it.

Okay, I stopped after 15 minutes.

But as I said to another question earlier on the call, it is somewhat more expensive than what we used to pay for financing. It's not -- more expensive. It's the advance rates on more durable financing are obviously lower. And so the implications are that overall leverage numbers, even though we thought our leverage was pretty low before, will probably be somewhat lower. So I guided to somewhere in the twos earlier. So, sort of target future leverage.

Alright, that's helpful and we'll keep an eye out for that. We can certainly plug something in the model update for now. And I am listening closely to your comments about the tax situation and the dividends and just giving where you are with trying to clean up the forbearance and catch up on the press, it struck me that, the message you were sending is that the Board certainly intends to re-establish a common dividend. In fact, you likely will be required to. But my read on it is and what I think I'm going to advise clients that ask is, look forward maybe to 3Q and the second half of the year as far as the re-establishment and let the -- for common payout and let the company completely clean up their repositioning. And as -- that's the way I think I heard your comments. And you didn't say that specifically, that there would be no 2Q comment. But it seems more likely to me that it makes more sense in the third quarter?

Again, you're right, I didn't say that specifically, but I think your comment is probably well-founded.

Okay, great. Well, listen, congrats. I know it's been a brutal, brutal three months, but congratulations on getting through it and we'll all live to fight another day.

Thanks a lot, Steve. Good to talk to you.

Take care, guys.

And at this time, there are no questions. Thank you.

Alright, thanks Stacy. So thanks everyone for joining us. We look forward to speaking with you again fairly soon in early August to talk about the second quarter. Thanks again.

Thank you, ladies and gentlemen. That does conclude your conference for today. Thank you for your participation and for using AT&T teleconference service. You may now disconnect.