Good day and welcome to the Two Harbors Investment Corp. Second Quarter 2020 Financial Results Conference Call. Today's conference is being recorded. At this time, I would like to turn the conference over to Margaret Karr with Investor Relations. Please go ahead.

Thank you and good morning everyone. Thank you for joining our call to discuss Two Harbors' second quarter 2020 financial results. With me on the call this morning are Bill Greenberg, our President and CEO; Mary Riskey our CFO; and Matt Koeppen our CIO. The press release and financial tables associated with today's call were filed yesterday with the SEC. If you do not have a copy, you may find them on our website or on the SEC's website at www.sec.gov. In our earnings release and slides, we have provided a reconciliation of GAAP to non-GAAP financial measures. We urge you to review this information in conjunction with today's call. I would also like to mention that this call is being webcast and may be accessed in the Investor Relations section of our website. I would like to remind you that remarks made by management during this conference call and the supporting slides may include forward-looking statements. Forward-looking statements are based on the current beliefs and expectations of management and actual results may be materially different because of a variety of risks and other factors. We caution investors not to rely unduly on forward-looking statements except as may be required by law Two Harbors does not update forward-looking statements and expressly disclaims any obligation to do so. I will now turn the call over to Bill.

Thank you, Maggie, and good morning everyone. I'd like to welcome you all to our second quarter 2020 earnings call. First and foremost, we hope each of you and your families are safe and healthy. We also want to express our heartfelt sympathies if you or any of your loved ones have been affected by the virus. Lastly, we want to convey our tremendous gratitude to the heroes who are on the front lines of COVID-19 especially our fearless healthcare workers. Please turn to slide three where you can view a summary of our results. Our book value at June 30th was $6.70 per share compared to $6.96 per share on March 31st. Excluding the previously anticipated onetime costs associated with the termination of the management agreement of $0.54 per share our book value would have been $7.24 per share. After including both the interim and regular second quarter dividends amounting to $0.19 per share this represents a 6.8% return on book value. Turn to slide four. The past few weeks we have been asked what modifications and strategy might be expected given the recent management changes? The answer to that question is none. Matt and I together have been instrumental in developing and executing on our paired RMBS-MSR strategy since we began investing in MSR in 2013. Today and our portfolio consists almost entirely of Agency RMBS and Agency MSR it is fair for you to think of us as an agency-only REIT going forward. We believe that our strategy of pairing Agency RMBS with MSR is a better portfolio construction than an agency portfolio without MSR. The addition of MSR in portfolio results in lower mortgage spread risk for a given amount of nominal portfolio leverage which we believe will result in more attractive and higher quality risk-adjusted…

Thank you, Bill. Turning to slide 5 let's review our financial results for the second quarter. Our book value at June 30 was $6.70 compared to $6.96 per share on March 31. Including the previously anticipated onetime costs associated with the termination of the management agreement of $0.54 per share book value would have been $7.24 per share representing a 6.8% return on book value. Quarterly book value growth was driven by positive performance from our RMBS portfolio as specified pool payups recovered and was offset by lower MSR pricing from fast speeds and increased forbearance. Our liquidity position remains strong with $1.6 billion in unrestricted cash at June 30. Moving to slide six let's spend a few minutes discussing our swap position. Coming into the market volatility in March a significant portion of our payer swap position was transacted some time ago and in a higher rate environment. As rates fell during the quarter, these payer positions declined in value as you would expect so that by the end of Q1, the mark-to-market value of these positions was an unrealized loss of approximately $700 million. As we delevered in March by selling pools, we replaced that duration by entering the swap positions with offsetting terms to some of our existing payer swaps. However at that time, three-month LIBOR which was the pay leg of the new swaps happened to be at elevated rates relative to where it was earlier in the month and this created a core earnings drag for Q2. Although economically, we are indifferent to swaps with positive or negative mark-to-market values, our position in Q2 with large negative swap values and correspondingly large costs materially impacted net interest margin, core earnings and taxable income. Importantly, at the end of the second quarter, we restructured our entire…

Thank you Mary and good morning everyone. Turning to Slide 11 let's review our quarterly portfolio activity and composition. As Mary noted, the quarter-to-date performance on book value was 6.8% excluding the recorded charge for the non-renewal. As we noted the primary contribution to our positive performance was due to reflation in specified pools following the extreme stress of March. Net of TBA spread widening in the three through 4.5 coupons the gross return from pool and TBA performance was approximately 13%. As expected we did see some pressure on the pricing of the servicing portfolio which was a negative offset of around 4% reflecting in part the reality of higher servicing costs and the impacts of borrowers in forbearance and their ultimate resolution. We did add modestly to our RMBS portfolio on net during the quarter deploying risk as we became more confident in our liquidity position which we will discuss shortly. Our TBA balances increased by $1.5 billion as we added in current coupons. Additionally, we purchased approximately $2.1 billion of low coupon specified pools and sold approximately $1.4 billion of high coupon specified pools. We have begun rotating down in coupons where due to the Fed's large-scale purchase activity we expect roll specialness to persist in the near future. Our high coupon positions while experiencing faster speeds should benefit not only from their inherent call protection but also from burnout at some point. Please turn to Slide 12 as we discuss our specified pool positioning and prepayments. You can see in the lower left-hand chart the performance of TBA coupons in gray and also specified pools in blue. The underperformance in the three through 4.5 TBA coupons occurred as spreads widened after purchasing those assets. At the same time the specified pool performance overwhelmed the underlying TBA widening. Drivers of this were the Fed's large intervention in the RMBS market the recovery of the repo market and general improvement in price stability following March. Today we remain positioned largely in loan balance and geography stories. In the lower right-hand chart we show a comparison of generic speeds to our specified portfolio speeds by coupon. Lower prepayment speeds of the specifies compared to generic highlights the reason that specified pools command a significant price premium over TBA. We expect that while prepayments will increase in specifieds those increases should be modest compared to generic collateral. With that I will turn it back over to Bill.

Thank you Matt. Please turn to Slide 13. We added $4.1 billion of UPB of new MSR in the quarter after resuming our flow sale program with all of our sellers. The lower left-hand chart shows our flow volumes and pricing going back three years. You can see that we had high flow volume in March as originations are high and increasing adjusted liquidity events occurred. April we moved our pricing to 0 and lost volume dropped off to almost nothing. After resuming our program at adjusted levels, we have started to generate flow volume again locking in more than $2 billion in June and increasing to approximately $4.5 billion of flow commitments in July which brings us back to record highs. Also we have seen activity in the bulk market increase with multiple sellers engaging with brokers and buyers. We need to expect higher volumes transacting in the coming quarters, as the origination volumes remain robust. There's still a price discovery taking place in the bulk market and we find valuations to be situational with some packages trading at pre-crisis yields, while some are clearing at wider spreads. Additionally, it's worth noting that our existing portfolio is marked roughly in line with current bulk trade levels. The lower right-hand chart we have another prepayment comparison. This one is showing our servicing prepayment speeds in blue versus generic collateral in gray. Those speeds have increased recently. A majority of the underlying loans in our servicing portfolio had some form of seasoning or prepayment protection which is why our speeds are somewhat slower. Nevertheless, we do have expectations for speeds to remain elevated going forward. Low interest rates have given rise to all-time low mortgage rates, even with the spread between primary and secondary rates at very wide levels. The longer…

If you turn to slide 15, I'd like to make a few comments about the repo markets in addition to what Mary discussed earlier. The left-hand chart shows a time series of the Fed's outstanding balances in overnight and term repo operations going back to September, which was the outset of the Fed's program to normalize market functioning. It's notable that recently the balances have fallen to zero. On the right-hand chart, you can see our estimate of mortgage repo rates since March. After spiking during March, rates have settled in at much lower levels. Combined this data presents a picture of a much healthier funding environment and importantly a freestanding market without the support of the Federal Reserve. On the next two slides, we discuss our effective coupon positioning and risk profile. On slide 16, you can see that as of June 30 our effective coupon positioning was short with 1.5% and 2% coupons to our position in MSR and long 2.5% through 5%. The current coupon today includes the 1.5% coupons as the 2% coupon was trading around a $102 price at the end of June. Although there isn't any significant volume trading in the 1.5% yet and there is no regular TBA quoted, we have observed a small amount of 1.5% coupons pooled recently. Additionally, subsequent to quarter end, we have continued to rotate down in coupon and have outright added 2s to our position. Moving to Slide 17, our exposure to both rates and spreads remains low and in line with our historical positioning. The left-hand chart shows that for a 25 basis point parallel shift up in rates, we would expect book value to increase by 0.6%. Interestingly our MSR position has more negative duration than our RMBS position. Shown in the right-hand chart for…

Thank you, sir. [Operator Instructions] We will now take our first question from Bose George. Please go ahead. Your line is open.

Hi, everyone. Good morning. Can you just talk about your economic return expectations this quarter? You noted the core earnings expectations and the difference between that and the -- I guess, the economic return. But just curious how that would be especially keeping in mind that your cash is it's still a little bit higher than it will be when it's normalized.

Good morning, Bose. Thanks for the question. So, I would say this that the expected economic return for the portfolio is as Matt described on page 18 for the various different combinations of RMBS and MSR. The fact that we have more cash than maybe you're used to seeing from us is a little bit of a sideshow that really we're managing our portfolio with respect to risk, right? And what we call drawdown risk. And given the changes in our portfolio since Q1 and really only having agency assets that is the lever that is most constraining to us. And as Matt said, we intend to increase our leverage to eight times to nine times, because that's the level of risk that we feel comfortable with, and given the competition in the portfolio that will necessarily come with higher cash balances than you're used to seeing.

Okay. Yeah, so that makes sense. And the cadence of the returns will just improve over the course of the year I guess when -- as the leverage gets to that level? And is that a year-end target, or when you get to the -- that higher level of leverage?

Good morning, Bose. This is Matt. I do think that we are intending to be prudent about it. The cadence of the increase we'll have to see it will be dictated a little bit by what's going on in the market. But I do think certainly by year-end, we'll be able to get to those levels and hopefully sooner than that.

Okay, great. Thanks very much.

We will now take our next question from Doug Harter. Please go ahead.

Thanks. Matt on your comment about increasing drawdown risk or exposure. Is that something that I guess you get there through the higher leverage, or is that through the, kind of, change in the swap portfolio?

Hey, good morning Doug. No it's more from the – well, the higher leverage will in turn increase mortgage spread risk, which is what would lead to sort of higher shock. So that's a pretty low number right? As you know just in absolute terms and relative to our peers, I think we'd still be quite comfortable with a portfolio that had a 2% to 3% drawdown in a 25 basis point mortgage shock so.

In some of that range -- I would add one thing Doug.

Sure.

Some of the variation in that range will depend on the -- as we deploy additional capital, it will depend on the mix of MSR amounts that we will be able to add in that process as well. Obviously the more MSR that we add, the smaller that increase will be.

Got it. So, I guess along that point, right? Matt, as you mentioned kind of the -- your negative duration from the MSRs, kind of that exposure is greater than it is on the agency MBS. Now I guess how do you think about balancing those two numbers kind of as you're looking to add leverage? And how does that kind of fit into to kind of what you're looking to do over the coming months?

Yeah, that's a good question. Hey Bill -- go ahead Bill.

I was just going to say right, but in that [indiscernible]have been the fact that the MSR interest rate duration and the RMBS interest rate duration happened to be very close to one another, although the MSR is slightly higher, is an accident of just where we happen to be in rate level and in notional amounts of each of those components. And so, there's no target for that. And to the extent that we add additional assets, we will hedge the interest rate duration as we always do to something close to zero. Matt, would you add anything to that?

I was just going to say, it's going to be a function of a little bit and what sort of servicing we are able to procure. We've had good luck, as we said recently restarting our flow program. Those volumes have been increasing nicely at attractive levels. We've started to see more bulk transactions being discussed, especially more recently in the last month. And so, the size of our servicing portfolio would be a function of what we're able to execute on, and we certainly have room to grow it from here.

Great. Thank you, both.

We will now take our next question from Trevor Cranston. Please go ahead.

All right. Thanks. A question about how you are thinking about the agency market as you're looking to sort of redeploy some of the excess capital. You mentioned that you're rotating down in coupon. Can you comment on how you see the relative value between investing in TBAs versus pools given the roll specialness that we're seeing in TBA market? Thanks.

Yeah. I'll start -- hi good morning, Trevor. Thanks for the question. I mean look obviously the amount of specialness that we're seeing in 2s, 2.5s and 3s is significant. As Matt indicated during his remarks, we have especially post quarter end begun adding exposure to those coupons. It seems like the forces that have driven the roll specialness to be what it is seem to be in place for a little while. Obviously these things never last forever. But they seem to be in place for the foreseeable future. And so, I think that makes those coupons very attractive from a total return perspective. Obviously prepaid speeds are fastest. Obviously one of the reasons why roll specialness is what it is. But this is also the exact environment where the prepayment protection of those specified characteristics really becomes manifest and show why those payers are what they are. So, we continue to find attractive opportunities and value in both of those things. But as Matt said, we are -- the bulk of our additional exposure has been in the current coupons.

Got it, okay. And then one more follow-up on the hedging strategy, you talked about the duration of the MSR versus the agency portfolio today, and obviously the resetting of the swap book. Can you talk about how you're thinking about options working into your hedging strategy in light of the convexity in a larger MSR hedge versus the agency portfolio?

Sure. I'll start with that. Typically when -- typically the times that we are more active in option strategy is when our portfolio is more negatively convexed. And given the low level of rates and the low durations in both servicing and in mortgages, we are less negatively convexed than usual and that then requires less use of options in the portfolio. At the moment, at this level of rates that's where we find ourselves.

Okay. That makes sense. And then the last question on the internalization. Can you guys comment on sort of where you expect the quarterly expense level to come out on a run rate after the internalization is completed?

Sure. This is Mary. So our management fee is currently 1.5% of equity and our other operating expenses is running around the same. We just expect a small increase in the expense ratio for the things that were covered under the management agreement I would expect we would be in the 2% to 2.5% range.

Okay. That’s helpful. Thank you.

We will now take our next question from Rick Shane. Please go ahead.

Hey, guys. Thanks so much for taking my questions. Most have been asked and answered. But first just from a housekeeping perspective. On the termination of the management fee, I'm assuming that we will see a reversal of that in the third quarter that this is a timing issue. Is there anything from a legal or GAAP perspective that we leads to – that puts that at risk? Is there any certainty that needs to be achieved there that we need to be aware of?

So the – as I noted on the call the – or in my prepared remarks that the non-renewal termination payment was required to be recorded under GAAP. The termination for cause was announced in Q3. And as stated has no termination payment under the contract. As you know there is pending litigation. So we will just be evaluating that as we go through the quarter and see how all that unfolds.

Okay so it's not 100% certain that that will be reversed. So to the extent you're providing a book value ex the termination fee is that something that is subjective at this point?

I say we can't say more than we just said right unfortunately given the situation. I hope you understand. When we mentioned the results of a book value of seven – of what the book value would have been of 7/24 had that termination payment not been recorded. That was to give you a sense of what the economic return would have been just based on the earning assets. These other one-time charges will be accounted for and unfold as they will in the course of the events.

Got it. And I do want to be respectful of the sensitivity of the topic. And so I'll move on. Thank you guys for that. Just to explore a little bit further some of the comments that have been made on the call. One, there is the intention and the opportunity to increase leverage expand the portfolio as we move through the remainder of the year. The second is that the flow program has been turned back on but you guys made a comment that there are lenders who are retaining servicing and pricing would be higher. Two questions there. Does that suggest that the marks for the MSR portfolio based on current pricing should be positive if we were to take them today? And also does that change your strategy related to hedging vis-à-vis MSR versus swap, particularly in line with the fact that rates are going to be likely lower so long.

So I'll start. There's a lot there. And so please forgive me if I miss some of the questions and you can remind me to answer some of them. So firstly, as Matt said in his remarks, we believe based on the trade color that we're seeing in the bulk market, situational as it may be seems supportive of the level that we are currently marking our MSR at – where the brokers are marking MSR at. So we don't – unlike in the first quarter when we felt like values would likely drift lower but they hadn't yet because brokers hadn't any observations on which to base that we now feel like all that is in sync and the MSR portfolio is marked where trade levels are occurring. On the flow side, we are – again as Matt said, we are able to acquire servicing through that channel at a significantly cheaper level than where we see bulk deals clearing to the tune of 250 to 500 basis points cheaper. While we made record levels in July of around $4.5 billion, we're currently running in the days since then, as I could say we're currently running at around a $5 billion per month rate at the moment. And we're continuing to add new sellers and new relationships. And so I think we would expect that number to go higher rather than lower over the balance of the year maybe to $6 billion or so depending on lots of factors. But that's where we see it headed over the balance of the year hopefully. And then I think you had a question about leverage potentially. Matt do you want to jump in there?

I think Rick, I think the last part of your question was maybe about how we're thinking about hedging and swaps. I think we are not thinking differently about how we structure and hedge our portfolio. We have we -- because of the presence of the MSR, our swap hedges are quite small, right? We're net payers in the front end and net receivers in the longer end. So it's really just to hedge out our curve exposure. But as I think you observed and mentioned a very large percentage of our spread and long end duration is hedged in the portfolio construct with servicing.

Great. Bill, Matt, thank you. You’ve got all those questions. I appreciate it very much. Have a great day guys.

Thank you, Rick. You too.

Thanks, Rick.

We will now take our next question from Stephen Laws. Please go ahead.

Hi. Good morning. Like with Rick a lot of my stuff has been covered, but do have a couple of smaller things. I guess, we'll continue for leverage for a second. Just to understand the eight to nine, is that comparable to the economic leverage of 7.4 or do we need to build eight to nine versus some other leverage metric that you're referencing?

No, that's comparable to the 7.4. Good morning, Steve. Thank you for the call.

Yes. Good morning. A follow-up on that. Obviously, you can increase leverage by buying back common stock trading at about a 20% discount to book almost 30% if you add back the restructuring charge. Is that something you're considering as a way to increase leverage that might have better returns than the double-digits? Portfolio returns on new investments or does something with the lawsuit puts you in a blackout period until that's revolved and prevent you from repurchasing common stock?

Yes. So, repurchasing stock is obviously something that we look at frequently. And obviously we talked about, but doing such a thing earlier in the period in the crisis when the discount to book is very significant. In March and April, we were obviously very concerned about our liquidity when capital was precious. And so we chose not to do anything at that time. At current levels, when we look at that we are always weighing what does a 20% to 30% one-time gain how that compare with earning low mid-double digits for many years, right? And if so you're talking about sort of a two-year sort of equivalence, we think it's a better use of capital to keep it in-house and to invest in our target assets rather than to buy back shares. But depending on the opportunities in front of us and the level of the discount that may change. But that's certainly one tool in our box that we look at as ways to increase shareholder value.

But it is a tool at your disposal. You're not blacked out at this point. I mean, other than the 48 hours I guess strong earnings.

I can't answer that question. I'm sorry.

Okay. Moving on then. Servicing expenses up from not as much as I expected, I believe you guys have tiered sub-servicing cost with your contractors. Can you maybe talk about those tiers? And I guess sort of related to your deck I appreciate all the disclosure and the work you guys have put into this expanding over the last difficult quarters but the MSR looks at really an 8%, 12% and 16% forbearance rate. Can you talk about what the impact would be on your sub-servicing expense rate at those different levels?

Sure. So, it's a good question. So as you know the cost to service a current loan right is call it $6 to $7 per loan, right? The cost to service a delinquent loan is I don't know 10 times that number. Everyone is different in – sub-service is a different mix, right? Given the situation that we have with the CARES Act and people entering forbearance and so forth it obviously costs more to service those loans than it does a current loan, but not as much to service a loan in forbearance as it does to service a delinquent loan where people aren't paying and you are trying to get them paying again. This is you said it and you forget it in a way until they come off in six months or a year or whatever. And so we have renegotiated, our sub-servicing costs for all loans that are delinquent and in forbearance to be something between those two levels. Call it something in the $30 per loan area, okay? So I don't have those numbers handy in terms of 8%, 12% and 16%. And I think with the math that I gave you, you can probably calculate that more quickly than I can, while I'm on the call here. But that's what it would be. But as I said we are seeing more loans exit forbearance than enter. We said we were at 5.8% at the end of July. That's continued to go down in the days since even more. Obviously, we're concerned and we're watching about potential second waves or exploration to PPP and so that caused those rates to go up. So we're aware of that. But as of right now, the trend is still clearly for those numbers to go down. Interestingly, I can also tell you that of the people who are leaving forbearance around 80% of those guys were the guys that were current, right? So when we said today at the end of July our current rate is 5.8% and 32% have made their July payment that compares in previous months when the number who were current was higher. Most of the people exiting forbearance have been people who have been current. That's part of the reason why that ratio has been dropping. But around 20% of those guys have been actually prepaying and have been tiering in one other way or another. So -- I mean the trends could reverse. But right now, I mean you see the chart, it's a pretty significant trend declining that I guess we expect -- we expect that to continue for some time.

Great. And my last question is a follow-up on servicing. I believe your advanced obligations include real estate taxes and correct me, if I'm wrong, but what kind of risk do you think there is that different municipalities try to address their budget issues for higher real estate taxes that maybe make some liquidity. I don't know. Taxes or part of what you have to advance, are those assumed flat in these liquidity projections? And how do you view the risk around higher real estate taxes as far as what that would do to your advanced obligations?

Yes. So the short answer is who the heck knows. The longer answer is in our projections, we do assume real estate taxes increase at around 3% a year. I think that's just because of some relative inflation rate. The frequency of the remittances to the local taxing authorities is typically infrequent. It's on average one to 2x a year. Sometimes there are some municipalities that collect them quarterly. And so those numbers have so far been small right because the biggest months are February and August, September. So those are just starting here, but current rates are still low as we said 4%. So I guess, if that number goes up, it could go up. And my sense is that it will take a long time for people to try to change those things in some way that can affect these things and who knows how long the time scale this thing will happen. And then I'll point out also that the liquidity projection shows that we are very comfortable at least up to 4x our current levels of what they are. And so if you map a higher real estate tax amount into a gross higher forbearance takeup rate, you can see there's lots of room there that we would be comfortable with. And so that's not something that we're worried about really at all.

Okay. Appreciate the color and the time this morning. Thank you.

We will now take our next question from Kenneth Lee. Please go ahead.

Hi. Thanks for taking the question. Just one follow-up on the prepared remarks, you mentioned that you're probably earning excess net investment spreads currently, would you expect the asset yield to gravitate towards a little bit lower? Wondering if you could just give us a sense of where the net investment spread could ultimately settle down at? Thanks.

I think we're expecting over time, it would be in the $125 million to $150 million range. Matt, I don't know if you have anything to add to that?

Yeah that sounds right. Good morning, Ken. I mean, you can look in the market and see sort of the current yield environment. Obviously, we're low here. And so, if, asset yields on RMBs are 100 or to 125 basis points or 150 basis points as we stay low right our – you would expect that as prepayment speeds work their way through our portfolio and we're reinvesting into current market rates in addition any portfolio turnover that we have or we're selling existing assets and buying new assets at new market yields you could see right with enough time passing you would expect – you would expect our net interest spread and the yield of our portfolio to reflect something that looks more like a market rate. But that would be measured over the course of – that would be – that will take time, right? Even if we stay at low rates that's going to be measured in years, that's one to three years before we fully realize lower net investment spreads so.

Got you. Very helpful. And just one follow-up if I may. Just in terms of the current discussions on the servicing advanced facilities realize that you guys are close to the final stages, but wonder if you can just give us any additional color on the discussions and then perhaps time frames in terms of when you could potentially close them? Thanks.

Yeah. As Mary said in the remarks, we're very close on one some of these time lines have a life of their own in terms of the approvals that need to be acquired and so forth. And so we expect that one to be up and running shortly I'd say. And then the second one, again as Mary said, we're working on that sequentially. So that will be a little bit longer. But there's no roadblocks or hurdle. This is all just what I would say regular way people getting approval in this environment.

Great. Very helpful. Thank you very much.

Thank you.

We will now take a follow-up question from Bose George. Please go ahead.

Hey. Thanks for taking the follow-up. Just had a question on the dividend. You noted in the slides that the common dividend you're trying to be treated as a return of capital for tax purposes. I was curious whether that benefit goes to the preferred as well.

That is to be determined. I think you could assume that all the dividends would be – have the potential to be return of capital, but it will depend on how the year plays out.

Okay. And actually just thinking perspectively just given the level of taxable losses is a portion of dividend likely to be return of capital for a while? How should we sort of think about that as well?

I think there's a potential that a portion of the dividend in future years could be return of capital.

Okay. Great. Thank you.

There are no further questions. I'll now turn the call back to Maggie Karr for any additional or closing remarks.

Thank you, Tracy, and thank you for joining our conference call today. We look forward to speaking with all of you again soon. Have a wonderful day.

This concludes today's call. Thank you for your participation, ladies and gentlemen. You may now disconnect.