Greetings, and welcome to the Ready Capital Corporation Second Quarter 2022 Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Andrew Ahlborn, Chief Financial Officer. Thank you, sir. You may begin.

Thank you, operator, and good morning to those of you on the call. Some of our comments today will be forward-looking statements within the meaning of the federal securities laws. Such statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from what we expect. Therefore, you should exercise caution in interpreting and relying on them. We refer you to our SEC filings for a more detailed discussion of the risks that could impact our future operating results and financial condition. During the call, we will discuss our non-GAAP measures, which we believe can be useful in evaluating the company's operating performance. These measures should not be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP. A reconciliation of these measures to the most directly comparable GAAP measure is available in our second quarter 2022 earnings release and our supplemental information, which can be found in the Investors section of the Ready Capital website. In addition to Tom and myself on today's call, we are also joined by Adam Zausmer, Ready Capital's Chief Credit Officer. I will now turn it over to Chief Executive Officer, Tom Capasse.

Thanks, Andrew. Good morning, everyone, and thank you for joining the call today. To start, I want to highlight how Ready Capital is tactically addressing the macro headwinds of historic inflation, widening credit spreads and a potential recession. First, liquidity. Current liquidity stands at $238 million. Given our resilient and proven business model of direct lending through the credit cycle and being an opportunistic buyer of distressed assets in adverse times, we will focus on the deployment of capital into the highest-yielding investments commensurate with the unfolding of this economic cycle. The increase in liquidity was a result of our continued access to both the corporate and securitized debt markets. Since April 1, we completed the following offering, generating over $280 million in combined net proceeds. First, two securitizations, a $277 million securitization of legacy fixed rate small balance commercial, or SBC, originations and our ninth CRE CLO for $754 million. Also, two corporate bond offerings, a $120 million 6.125% 3-year unsecured and $80 million 7.375% 5-year senior unsecured notes. Yet again, our position as a top-tier ABS and corporate issuer ensured capital markets access in periods of market volatility. This contrasted with the numerous credit funds we compete with in the SBC market, which temporarily ceased lending at different points this year. Second is credit. Our credit metrics are rock solid with a portfolio loan-to-value of 65%, average portfolio debt service coverage ratio of 1.4x and a 78% concentration in low beta, multifamily and mixed-use properties. Our focus on affordable multifamily stands to benefit from the looming affordability crisis in single family, creating a floor on growth in rental income and property prices. Additionally, since the fourth quarter of '21, we preemptively tightened credit guidelines and recently widened target ROEs by approximately 300 basis points. Note that, since inception,…

Thanks, Tom. Quarterly GAAP earnings and distributable earnings per common share were $0.47 and $0.48, respectively. Distributable earnings of $60.1 million equates to a 13.1% return on average stockholders' equity. Our second quarter earnings, absent PPP-related income, were supported by continued growth in net interest income from our loan portfolio, offset by expected reductions in gain on sale margins in our 7(a) business, lower contributions from residential mortgage banking and mark-to-market losses on certain non-core assets. Net interest income increased 14% in the quarter to $58.4 million. The growth was driven by a $700 million growth in the loan portfolio. The benefit of rising rates in the portfolio were 84% are adjustable rate loans, and new production were spreads across all products averaged 30 basis points higher than the previous quarter. Net interest income, servicing revenue and earnings from JV investments accounted for 76% of the quarter's non-PPP revenue. Returns from the Mosaic portfolio, which totaled $10 million for the quarter, were below our expectations. The lower return was due to the 29% allocation in lower-yielding or REO assets, which are expected to be liquidated expeditiously. Additionally, liquidity from the portfolio runoff as well as future leverage on the Mosaic equity will be reinvested in new production for retained yields range from 13% to 17%. Revenue from gain on sale activity grew $5.9 million to $15.6 million. The growth was due to increases in production and sales of 7(a) loans as well as increased production at Red Stone, which more than doubled quarter-over-quarter. The rise in 7(a) production was partially offset by reductions in SBA guaranteed premiums, which averaged 9.6% in the quarter, down approximately 400 basis points from last year's highs. Reduction in premiums were due to significant movements in the prime rate, resulting in 7(a) prepayments of almost 18%, the highest level since 2007. Net contribution from residential mortgage banking activities remained flat at $7.5 million. Net income related to PPP increased to $19.5 million after considering the effects of tax. The quarter-over-quarter increase in PPP earnings was primarily due to a $5.2 million realization of servicing fees and the continued reduction in the PPP loan balance. This income, which continues to add to our outperformance, is likely to remain a significant contributor to earnings over the remainder of the year. As of quarter end, we had $27.2 million of pretax revenue remaining to be accreted into earnings and $8 million of reserves against those fees. As of quarter end, 18.5% of the original portfolio remained. Total leverage as of quarter end equaled 4.9x, and absent the PPPLF, equaled 4.6x. Recourse leverage was 1.5x, and liability subject to full mark-to-market represented only 17% of our debt capitalization. Total capacity on warehouse lines at quarter end exceeded $2 billion, and the average maturity of our debt was over 2 years. With that, we will now open the line for questions.

[Operator Instructions] Our first question comes from the line of Crispin Love with Piper Sandler.

Tom, Andrew and Adam, first question is on the origination front. It looked like a solid quarter here, but we did see some pullback from some of the eye-popping numbers that you've seen in recent quarters, especially in the multifamily bridge space. So can you just speak to kind of what drove that? Is it demand-driven with rates? Are you being a little bit more selective given the economic environment? And then just what's your outlook for originations and growth for the back half of the year?

Well -- and I'll let Andrew comment, but just at a high level, the -- what we've seen since February, March is a basically kind of a widening bid/ask, which is typical on a credit cycle between the sellers and the buyers, especially the multifamily space, where there's more leverage and it's more capital -- it's more elastic to the cost of debt financing. So that has definitely impacted transaction volume, which in turn has reduced volume and our projections for the go-forward. And that's across the broader SBC non-agency. But Adam, what are you seeing on the Freddie Mac, in particular, some interesting trends there as well?

Yes. Cris, yes, I mean on the Freddie side, we're certainly seeing robust volume as the agencies are getting significantly more competitive and banks are stepping back a bit on the multifamily lending side. So we're seeing very healthy pipelines in the agency side. Just to add on to Tom, I think there's still some significant amount of sellers that we feel are on the sidelines and still digesting the existing cap rate environment. We're seeing some buyers retrading sellers given the higher cost of capital. And we think that lenders are generally waiting until Labor Day to kind of see how the market evolves. And I think they'll aggressively look to liquidate some of their lower-yielding portfolios early next year, which I think will be a good opportunity for us.

And just want to add one thing, Crispin, in our business model. One of the things we're definitely seeing is a pickup in early requests for portfolio sales by banks. They're not necessarily credit impaired, but they're preempt. Banks are getting much more aggressive this cycle at preemptive sales to prune risk, in particular here, CRE, small-balance CREs. We're seeing that. And the other interesting trend, which is -- hasn't totally abated, we're seeing -- there's a lot of these private debt lenders in our lower middle market SBC space. There's a lot of -- when the CRE CLO market was very, if you will, selective in who they issue and they focus obviously on top-tier large issuers like us and others. They definitely were a number of home warehouse lines. We're seeing some -- from some smaller issuers, many times some of the start-ups, where we see an opportunity to buy their bridge loans at a discount. So just that will definitely offset any reduction that you're seeing on the origination side.

Okay. And then one on the securitization markets, just with just wider spreads in the quarter, can you speak to the health of the securitization markets and just how far spreads have widened in some of the deals that you've recently done? I know you did the -- I think it was around a $750 million deal. So I'm just curious if you continue to plan to try to access securitization markets in the near term? Or are you comfortable enough with where you stand now and don't necessarily want to access them just as spreads have widened?

Well, I'll just comment initially. And Andrew, you could get to the details. But generally speaking, the securitization market, and we're an issuer ourselves here at Ready Capital as well as the external manager, Waterfall. But we're definitely seeing a lot of what happens in a, I'll call it, a quasi-crisis environment is if markets are open, but the spreads are much wider and highly selective, so in the CRE CLO market some of these smaller were -- that were coming to market are the first-timers just the dealer wouldn't pick up the phone. And so we continue to have, like we did coming out of COVID, early access to the market. And as far as wider spreads, the using the most important for us benchmark, the AAA CRE CLOs, I think our last deal printed at what, Andrew? [2.60], [2.70] on the seniors?

[2.70].

Yes. Another issue just came MFI, I think it was at a similar spread. So what we've done is significantly reprice our pipeline. And given the relative lack of competition versus the Tier 1 large balance bridge market, we have a lot more pricing power. So we've been able to widen our credit spreads 50 bps over our -- the widening in the senior debt, thereby increasing ROE, but even albeit with credit -- tightened credit guidelines. So this -- if you look at cycles and vintages, this is going to be one of the best risk-adjusted ROE vintages, go to 2022, '23 originations versus prior versus, let's say, 2020, 2021.

Yes. And Crispin, what I would say just in terms of funding the business on a go-forward basis, certainly, we'll stay close to the securitization market. But I think we have -- we do have multiple paths to fund the business over the upcoming quarters. Our warehouse lines, both in terms of pricing and mark-to-market risk, remain extremely attractive. So certainly don't feel like we are forced into the securitization markets.

Great. And then just one quick one on the model. Can you just explain what drove the variable income for resi-mortgage banking activities in the expense section of the income statement? I'm just curious why that was income rather than expenses this quarter or I might be missing something there.

No, it's a good question. It's just where the pair of fees have historically flown into the financials. So to get the real trend line, the best way is just to net the two, both the income and the expense line there.

Our next question comes from the line of Jade Rahmani with KBW.

I was wondering on credit. Can you discuss which portfolio bucket, in your view, has the most risk? And also, can you give any color on the delinquent pool within the construction loan bucket, which I know relates to Mosaic and which you underwrote? But what is the outlook there?

Adam?

Yes, to answer your first question on which bucket of concern from a credit perspective, certainly say the office sector. And although 6% of our total portfolio is in office, which we feel is a fairly low amount, office certainly remains a heightened concern given the general downsizing, particularly in square footage and employees, prolonged work from home and the expectation that many tenants will shift to permanent remote work operations. We think the fundamentals will definitely be affected permanently as tenants, companies really explore expansion footprint reductions. And I think having realized that employees are efficiently working well from home. And then secondly, on non-office, I think as assets are going through tenant maturities, it's certainly becoming clear that tenants are downsizing and -- or not renewing. And I think that stress in the leasing activity, I think, is really just starting. Your second question on the Mosaic asset. I think our portfolio since the merger, we've had about $350 million in total commitments pay off with 0 credit loss. So certainly, the portfolio is performing very well. The credit challenges in that portfolio today are mainly concentrated in 1 office building and 1 hospitality development located in California. But I think the performance of the Mosaic portfolio is really in line with our expectations when we underwrote the loans prior to the merger.

So on the just staying on the Mosaic, the 18.7% of delinquent loans, are those adequately reserved for, in your view? And what is the outlook there? Do you expect those to be paid off? Or do you expect to foreclose and liquidate those assets?

Yes, definitely reserved appropriately, and we're going through workout plans on both of them today, which are either going to be liquidation of the notes and/or potential redevelopment play with other developers.

Yes, I think it's helpful. Just maybe, Andrew, just reprise again the CER mechanism and the current balance of that in relation to what Adam is talking about on the -- in terms of the -- it's because it's not like a CECL reserve, but just maybe describe that.

Yes. So the CER relates to that initial discount in the portfolio at the time of the merger, which is roughly 18%. The recovery of that CER is contingent upon the principal recovery of that discount over time. So to the extent losses of principal come inside of that initial discount, the company is reserved for. So we certainly think, based on the portfolio today that, that provides a significant pressure.

Okay. Just on PPP, could you say the number was $70.2 million and $8 million of reserves? And is any of that to be realized in 2023?

Yes. Sorry, just to clarify, it's $27.2 million of revenue remaining to be accreted and the $8 million of reserves. I suspect the majority of that will flow through earnings over the next 2 quarters.

[Operator Instructions] Our next question comes from the line of Eric Hagen with BTIG.

I just have a couple of questions. Just looking at the levered return that you're generating in small balance commercial, curious what the conditions would need to look like for you to allocate even more capital there and just across the portfolio generally. And when you think about the liquidity in the portfolio, is there a minimum that you'd think about running with? What would you point to as the primary sources of liquidity -- incremental liquidity anyway?

I'll just make a comment on portfolio allocation. Because of our business model, we have roughly 90% of our NAV, our net equity, is allocated to the commercial real estate business. And the gain on sale business is utilized vary, 10% to 15% capital. So in terms of capital allocation, we rank order the various products we have based on current target retained yields. And not surprisingly, the most risky products like construction lending will have in the current environment, current target ROEs, and that's based on cost of debt and preoperating expenses of high teens and your 20. The least risky products like the multifamily are more in the -- they were in the 11, 12. Now they're in the 13-plus, as we discussed. And then distressed acquisitions usually are kind of in the middle of that. So we look at the -- Adam and his team in the production side look at the various channels and will -- with our capital markets team will price the areas where we act to deploy capital and -- but it's really very much an optimization based on those -- the various channels that we have. Again, to include Europe, which is, I think, unique in our business model. But Andrew, in that -- given that what -- just maybe comment a little bit in terms of the funding side of the equation.

Yes. In terms of total liquidity in this environment, we're typically targeting 5% of equity or close to that $100 million mark. With that being said, I think, as Tom mentioned in his remarks, we do think there's going to be significant opportunities on the acquisition side in the upcoming quarters, so are planning to increase that number to make sure we're in a position to take advantage of those opportunities as they come. In terms of sources of liquidity, as we look forward, certainly, the continued cash flow from the underlying portfolio in addition to the runoff of Mosaic, the sale of certain noncore assets as well as the capital markets will play a key part in increasing that baseline liquidity number.

That's helpful. The way you guys think about optimizing the yield in the portfolio is helpful. But with respect to the small business, lending specifically, what would the market conditions need to look like for you to take up your equity allocation there?

Well, it's not so much market conditions. It's just the structural leverage in that business. Remember, you're originating an SBA loan for $1 million. You're securitizing 75% of that. And then you're retaining 25%, but you can securitize about 60% of that amount. So your net amount is single digit. So it's just really -- in terms of actual allocation of equity, it's just, structurally, -- it’s just never going to be more than 10%, 15%. That being said, we are looking at in that business, at companion products like the unsecured lending, small businesses, the -- we do what we call our pari-passu tranches of -- where we'll do a conventional tranche. Let's say your project is $10 million. You might do a $5 million SBA government guaranteed and then a $5 million conventional loan. So we are looking at incremental ways of deploying capital. But generally speaking, the gain on sale businesses are probably -- will always be -- well, in the foreseeable future, will be in kind of that 10%, 15% total number.

Our next question comes from the line of Christopher Nolan with Ladenburg Thalmann.

Andrew, PPP, from your comments, you indicated that it was going up. Did I hear you correctly? And what's the runoff time frame you're looking for PPP these days?

Yes. So PPP was slightly higher this quarter than the previous quarter. In terms of the runoff, the expectation is the majority of that is realized over the next two quarters. There may be some tail that drags into '23, but the majority of it should be realized over the next 2 quarters based on the rate of forgiveness.

Great. And then on that, Tom, in your comments where you're anticipating an ROE greater than 10%, as I recall, for the second half of the year. Does that include the PPP?

No. The -- thinking through the normalization, we're looking that's more forward-looking into kind of that band between 4Q this year and 2Q next year.

Our final question comes from the line of Matthew Howlett with B. Riley.

Just to follow on, on the -- when the Board looks at the dividend policy, sitting in the -- looking at something sort of through a 24-month time frame or something without PP, just sort of just give us thinking how the Board looks at the dividend.

Andrew, you want to comment?

Yes. So certainly, the dividend over the last several quarters has been amongst the highest in the peer group. I think that we look at the transition from the company operating in an environment where PPP earnings are providing a substantial coverage of that dividend to the normalization of earnings, as Tom mentioned. We do think there are a lot of opportunities, meaningly higher pricing in our core originations. Certainly, in an economic climate like this, the SBA business tend to increase in volume as well as the opportunities on the acquisition side. We do think there's the ability to certainly not cover all of the loss of income from PPP, but certainly some of that. So as we look to the dividend in '23, I think the Board and the company will look to establish one that we can both cover regularly from core operations, but certainly provides maybe a slight premium to the peer group based on the underlying gain on sale businesses we have here.

Got you. That's helpful. And then you guys have been one of the most creative in terms of M&A and funding strategic. You mentioned, with the mortgage business, I think you said you were looking at a number of options, including selling MSRs or acquiring MSRs. Just -- I mean, long term, where do you see that business going? It could be also a big opportunity to grow it. Then again, it's not a big part of your capital. It could be a good opportunity just to turn over the capital to something else.

Yes. I mean I think you just highlighted the continuing analysis. There is one path to increase the business. And you kind of look at what, for example, Starwood has done to some extent in terms of the non-CRE businesses, and it does provide diversification. On the flip side, there is a view to simplify the business and potentially redeploy capital through different ways to monetize the -- that business, a large majority of which is in the MSR portfolio where valuations are at pretty strong levels in the rate cycle. So we'll continue, as we discussed in the call, to prioritize that in the succeeding quarters.

Got you. Makes a lot of sense. And last question. Just remind us again with the availability on the credit lines and would something came along your way you feel comfortable drawing them down. Just remind us again on that number.

Yes. So total capacity on the line is approximately $2.5 billion today. So certainly, we think there's substantial room there should some of these acquisition opportunities come through.

Thank you. I would now like to turn the floor back over to management for closing comments.

Again, we appreciate the continued support and look forward to the next quarter's earnings call.

Ladies and gentlemen, this does conclude today's teleconference. You may disconnect your lines at this time. Thank you for your participation, and have a wonderful day.