Good morning. My name is Latonya and I will be your conference facilitator. At this time, I would like to welcome everyone to Two Harbors' Third Quarter 2022 Financial Results Conference Call. All participants will be in a listen-only mode. After the speaker's remarks, there will be a question-and-answer period. I would now like to turn the conference over to Paulina Sims. Please go ahead

Good morning, everyone, and welcome to our call to discuss Two Harbors third quarter 2022 financial results. With me on the call this morning are Bill Greenberg, our President and Chief Executive Officer; Nick Letica, our Chief Investment Officer; and Mary Riskey, our Chief Financial Officer. The earnings press release and presentation associated with today's call have been filed with the SEC and are available on the SEC's website, as well as the Investor Relations page of our website at twoharborsinvestment.com. In our earnings release and presentation, we have provided a reconciliation of GAAP to non-GAAP financial measures, and we urge you to review this information in conjunction with today's call. As a reminder, our comments today will include forward-looking statements, which are subject to risks and uncertainties that may cause our results to differ materially from expectations. These are described on Page 2 of the presentation and in our Form 10-K and subsequent reports filed with the SEC. Except as may be required by law, Two Harbors does not update forward-looking statements and disclaims any obligation to do so. I will now turn the call over to Bill.

Thank you, Paulina. Good morning everyone and welcome to our third quarter earnings call. I'd like to begin by extending a very warm welcome to Nick Letica, our new Chief Investment Officer. Nick brings more than three decades of experience in the fixed income and mortgage-backed securities markets and we are very excited and fortunate to have him on our team. This morning I will provide some color on the market environments and our performance. Mary will give more detail on our financial results and Nick will discuss our portfolio activity, risk profile and outlook. Please turn to Slide 3. Our book value at September 30th was $16.42 per share representing a negative 16.2% total economic quarterly return. The portfolio performance reflects one of the most challenging market environments in decades. Risk assets widened against the backdrop of stubbornly high inflation, uncertainty surrounding monetary policy and higher interest rates. The volatility of interest rates and spreads intensified during the third quarter and peaked in the last week of September. As mortgages cheapened and as book value declined in September, we allowed our economic debt-to-equity ratio to drift higher from 6.4x to 7.5x. In October being respectful of market volatility, we thought it prudent to somewhat reduce our leverage. We sold RMBS and used some of the proceeds to repurchase 2.9 million shares of preferred stock at a deep discount to par. At the end of October, our debt-to-equity ratio was right around 7x. We felt this was a good use of capital given that the prefs have a low to mid teens yield with zero convexity risk, zero prepayment risk, and zero credit or market risk. The accretion to common book value of $0.26 can be thought of as recouping certain RMBS losses over the period that were funded with…

Thank you, Bill, and good morning everyone. Please turn to Slide 6. As a reminder, the discussion of our financial results today reflects the one for four reverse stock split effective on November 1st. For the third quarter, the company reported a comprehensive loss of $287.8 million or $3.35 per weighted average basic common share. Our book value was $16.42 per share compared to $20.41 at June 30th, including the $0.68 common dividend results in a quarterly economic return of negative 16.2%. The results primarily reflect the mortgage spread widening Bill discussed earlier and to a lesser degree higher hedging costs as a result of the elevated volatility during the quarter. Post quarter end, we repurchase 2.9 million shares of preferred stock contributing approximately $0.26 to common book value and lowering our ratio of preferred stock to total equity from 34% to 31%. Moving on to Slide 7, earnings available for distribution with $0.64 per share compared to $0.87 for the second quarter. Interest income increased by $37.4 million to over $94 million primarily due to a larger RMBS portfolio and rotation into up in coupon securities. Interest income also benefited from lower amortization as prepaid payment speeds continue to slow and from higher rates on cash balances. Likewise, interest expense rose by $46.3 million to $83.4 million. The increase was driven by an overall rise in interest rates and higher borrowing balances in Agency repo and MSR revolving credit facilities. TBA dollar roll income declined by almost $20 million to $37.8 million as a result of lower average notional balances as well as the absence of roll specialness. Finally, losses from U.S. Treasury futures decreased by $4 million as short term rates rose and the yield curve flattened. Turning to MSR. Net servicing revenue decreased by $2.9 million to…

Thank you, Mary, and thank you Bill for the nice introduction earlier. I’m so grateful for the opportunity to join Two Harbors and contribute to such a high caliber organization. Although I might have scripted a slightly less interesting time in the markets while settling into the role, the opportunity set is exceptionally good and I could not be more optimistic about our future. As you can see in the portfolio composition chart on Slide 10, the market value of the portfolio declined to $16.6 billion over the quarter, down about 10%. The bulk of the decline came from the RMBS portfolio and over half of that was price declines due to the rise and rates and widening of spreads. The overall reduction in the RMBS position was in TBAs as our pool position that increased by about 700 million. The market value of our servicing portfolio was pretty stable, ending the quarter of 3 billion. In terms of interest rate and curve risk, we continue to keep exposures low. More detail can be found on Page 17 in the appendix. In terms of RMBS portfolio composition, we continue to rotate up in coupon both in TBA and pool positions, increasing the portfolio’s nominal yield and OAS, and to reduce exposure to prepayments, which we expect on average to be slower than market expectations. More detail can be found on Page 16 in the appendix. Turning to Slide 11, figure two shows the underperformance of MBS by coupon for TBAs and specified pools. The entire mortgage complex was wider relative to rates by about one and a half to two points. The performance of lower coupon specified pools were largely in line to TBAs, while the higher coupon pools underperformed TBAs into the sharp rate sell off. Aggregate speeds for…

Thank you. At this time, we will conduct a question-and-answer session. [Operator Instructions] Our first question comes on Kenneth Lee with RBC Capital Markets. Please proceed.

Hi, good morning. Thanks for taking my question and really appreciate the slide, that new slide number 14 with the expected returns. My first question just relates to that. You mentioned that the expected return assumptions are static returns and are they come before either hedging or expense saves or otherwise active management. Just wondering if you could just talk a little bit more about what's sort of like in rough ballpark, how much incremental earnings or expected returns could you potentially generate from some of these other items on top of these base static returns? Thanks.

Yes, thanks very much, Ken, for the questioning. Good morning. As we said in the slide and as Nick said it excludes lots of things including portfolio selection, active management and all the savings from RoundPoint. We already disclosed what we thought the RoundPoint activities would be last quarter and so that's not in here. And then the other things depend on a host of market factors and hedging decisions and real-time things. And so, it's very hard to estimate or quantify what they are. If they were easier to estimate or quantify, we would have put them in here, in fact. And so unfortunately I have to leave it there, but this is one snapshot in time. By the way this also is a snapshot of our 930 portfolio, right? So it doesn't include any changes to the portfolio that we have made since then or could make going forward. And the idea here or one of the ideas in showing this new look, we viewed as an extension of the old outlook slide that we used to have with the top section is market returns that we see as available for hedged MSR or hedged RMBS. And then we did the additional arithmetic at the bottom, just to put it in common shares form. But in many ways when we look at this and we compare it to EAD, this is sort of what we think the thing what an EAD like measure would look like if we bought and sold the portfolio every day, right? And so, it's very static. It's a snapshot and it's very hard to quantify those other things.

Got you, got you. And just one somewhat related follow up, if I may. You mentioned in terms of the EAD, it's expected to moderate over the next several quarters and granted EAD has a bunch of items that's going to differ from the underlying economic earnings. Just wanted to get your thoughts on how you think the underlying economic earnings could be expected to trend over the next several quarters. Thanks.

So I think that that goes to the outlook slide is where we look at the economic returns on the portfolio versus EAD, which has its nuances in our calculation.

As one example to that, Ken, rates have risen so fast in the last several months. And when we've been very aggressive, I would even say in moving up in coupon and rotating our exposures. But even as we've done that, right, rates have moved up so far so fast that the EAD calculation, which relies on historical prices or original purchase prices and advertise cost even those are at deep discounts now. And so, a lot of that will normalize and moderate as the – as Mary said, as the portfolio gets reinvested as we rotate more into current yielding assets that that where the current yielding spreads are more consistent with what is used in EAD calculation. So that will happen over time. Of course the inverted yield curve also has some extra effects here that that make it diverge a little bit from the slide 14 outlook of the thing. So it's a complicated thing to compare them, which is why we've shown in page 14.

Got you, very helpful there. Thanks again.

Thank you.

Our next question comes from Trevor Cranston with JMP Securities. Please proceed.

Hi, thanks. Good morning. A question on the MSR portfolio and just general sort of capital allocation decisions. Historically part of the value for owning MSR on your balance sheet has been that it provides a hedge to the MBS portfolio. I guess where MSR evaluations are today, it seems like the hedge component of the MSR is probably pretty minimal. So can you talk about how you sort of think about allocating capital between MSR and MBS today? And is that decision sort of as we stand today and more so just going to be based around where you see the best total return? And if that happens to be better in the MBS market, is it possible we could see more MSR sales in the future? Thanks.

Good morning, Trevor. Thanks very much for the question. Yes, I mean, we're always looking at the relative value differences between the Two. You're right, as you said, the hedging aspect of the MSR is lessened in this environment where the average coupon of the MSR is 400 basis points out of the money. So it's not providing really spread hedging capacity anymore. But we still like it a lot because it's – as you saw, the price moves very little in the 100 basis point move, so there's not very much interest rate sensitivity. It's easy to hedge at this point. And as Nick said, we have a view that speeds are going to be slower than the market expects and could really surprise to the downside on speeds, which for which the MSR would really benefit. Coupled with that as you point out and as we show on the slide and as we described, RMBS spreads are at historical wides here too. And so, we like those. We don't mind that our MSR is not hedging spreads because spreads are wide and we look forward to either enjoying that spread, right, or having spreads tightened in some near to intermediate term. And so either way we like that, but the overall mix has got to be determined by a combination of those facts and that's something we talk about every day.

Okay, got it. And I guess to that last point about being okay with being having more exposure to spreads, I think you said the new flow purchases and recapture replaced runoff in the MSR in the portfolio. Have you guys considered just turning off flow purchases given that current coupon MSR would likely underperform if MBS spreads were to tighten just in order to sort of maximize your exposure to potential spread tightening?

Yes, we've talked about that. I mean, it's like everything, right, there's – it's all a question of price and yield and what the expected return is and relative to the alternative uses of the capital. And we still like that. The additions of MSR have been small as you've seen and that was last quarter. Mortgage rates have risen even higher since the driving rates that we've shown in this quarter. And so the amounts that we're producing through the flow channel now are pretty small. So it doesn't particularly move the needle either way.

Yes. Okay. Appreciate the comments. Thank you.

Thank you.

Our next question comes from Bose George with KBW. Please proceed.

Hi, everyone. Good morning. I didn't know if you said this, but can I – if not, can I get an updated book value for the quarter?

Yes, thanks for the question. So as I think everyone knows on the call, it's been a volatile quarter. The spreads have been moving around a lot. Since quarter end our book value was as low as down 5% post quarter end, but spreads have rebounded quite strongly here in the last bit of October and the early part of November here. And so we stand right now quarter to date book value as of Monday's close up between 6% and 7%.

Okay, great. Thanks. And then…

But that just speaks to the volatility, as I said, from down five to up six or seven like it speaks to the spread of volatility that we've been having.

Yes, yes, absolutely. Thanks for that. And then just in terms of your return, and thanks for that disclosure that is helpful. The – your dividend kind of falls in that range a little bit at the higher end of the range. So when we think about the dividend, is it fair to say your dividend can stay at these levels unless something changes in the market?

Bose, I would say, obviously – go ahead, Mary.

Go ahead. Go ahead, Nick. All right.

Sorry. No, go ahead, Mary.

So, yes, so, I would say, reiterating what Nick said on the call future dividends are going to depend on many factors. But you're correct in that, the range on the outlook page does support the current dividend, but we'll just have to make those decisions based on market conditions and ultimately it's our board that makes the final decision.

Okay, great. That makes sense. Thanks. Thanks a lot.

Our next question comes from Doug Harter with Credit Suisse. Please proceed.

Thanks. You guys described kind of your leverage as over weighted and kind of the answer to your last question, just showing the volatility of the markets right now. I guess just how are you balancing kind of wide attractive spreads versus the volatility in kind of where to set leverage today?

Thanks for the question. It's a decision, complex decision. As you know, we try to balance to your point, very, very attractive levels that are in the market today versus the amount of the risk that we manage on a day to day basis. I would say that, as Bill said, we did moderate our leverage post-quarter end. And we do see some potential upside on the leverage front if we do the volatility kind of ticking down. I think that's a big part of making a decision about increasing leverage or taking it down for that matter. It's not a – just a – it's not a one way train. I would say that the – what we need to see for that to happen is to see the Fed have communicated a stronger sense of where they see a terminal rate and how long it's going to last. And then probably we see a decline of volatility that gives a little bit more of a green light of taking leverage up. And if we were to take it up, I think it would still probably be somewhere in the six to seven or potentially high sevens kind of leverage if we did get that kind of signal out of the market.

All right. And then, I guess, with spreads where they are, I mean, I guess, how are you thinking about the path to normalization? Is it more of kind of a flow grind tighter where these attractive spreads might persist for a while? Or could it be kind of the snapback as kind of the fed induced volatility kind of subsides? I guess how are you thinking about the longevity or the duration of this return opportunity?

Well, I mean, selfishly, if we could script it, I think we would love spreads to just sit where they are right now, because they are very supportive of the strategy at these kind of levels. It's a very difficult question to answer. It's you kind of need a crystal ball on how inflation is going to subside, what the pace is. I would say that overall I can't say that I see any big flaws or objections to the way the market is pricing forward inflation, but very, very tricky question to answer at this point. It really just depends on that path. I mean, it could be a snapback. It could be a grind for the moment it's been – this quarter has been a little bit friendlier and it's been kind of a grind back and I think we've gotten back about 10 basis points nominally just kind of across the stack. But it's really going to be very, very data dependent. But like I said, if it were to just spread it or just sit here, I think that would be more than just flying with us.

Thank you.

Our next question comes from Rick Shane with J.P. Morgan. Please proceed.

Thanks guys for taking my question this morning. If we could just take a quick look at Slide 14 and I just want to make sure I understand this fully. I understand the idea that this is a static analysis. When we look at the RMBS plus rate strategy and talk about the hedges obviously the hedge there is the future, the futures positions. How do we sort of account for that on this page?

Thanks, Rick. Good morning. Thanks for the call. Economically, we would account for – these are measured in terms of spreads, right? There is a levered spread sort of analysis, right? And so, like we would measure it with respect to a swap or a cash treasury, right, we're looking at the spreads of the RMBS relative to the treasury rate. You can talk about it versus a blended five or ten year or Z spread along the curve, along the treasury curve and so forth. And then we applied the usual leverage arithmetic to that calculation order to get that.

Okay. And look I understand the – there's an issue here, which is that accounting given all of the different interpretations and how different instruments are treated is much a narrative – it is – as it is a reality. And that you are asking investors to look at the narrative in a different way in terms of EAD, which is fine. And again, I think that ultimately it all gets to the same economic reality. But one comment you made is that the way to think of this increasingly is if we were to sell the portfolio on a daily basis. And the reason that the market to some extent had historically simplified to an EAD-type measure was in part it reflected in a very simplified way cash flows. And I do wonder if with how you are structuring the portfolio today, if there is a divergence between cash flows and dividend that we need to think about and given liquidity on some of these instruments, how you actually meet the liquidity needs given the divergence in cash flows. Sorry, it’s a super long question, but I think it’s an important issue.

Yes. I’m not sure I understood the entire question exactly. The cash flows – when you talk about cash flows of mortgage backed securities with all the embedded options, they certainly do change with interest rates a lot, right? And so as you know, when you talk about prepayments, that’s going to be a large adjustment that you’re going to have to make maybe if you were to do this thing starting out in this environment where there’s very low prepayments and the cash flows are more stable in general, you might have better success. [Indiscernible] but I don’t know, I’m just guessing. Mary, do you have any other thoughts on that?

Yes, I would just add a couple things. So EAD is not necessarily cash flow, at least our calculation of EAD. We had significant realized gains on hedges this quarter that generated cash flow. As I noted in my prepared marks MSR because we use the original pricing yield doesn’t benefit from the increased cash we’re receiving on float income or paying less compensating interest due to selling prepayment speeds. So there’s a lot of factors that cause EAD to diverge from actual cash flows.

And Nick, you tried to or you did make a statement about sort of linking sort of these cash effects with potentially how we think about our liquidity. And I think those are our separate items in our minds. We think about our liquidity in terms of our portfolio risks in general, right? And how much cash we need in order to withstand a certain very significant stress events and those kinds of things. And so it’s not really so much a statement about projected cash on the assets and the stability of those cash flows. It’s really much more of a market dependent view of the portfolio and market volatility and the risks in the portfolio?

Okay. Look, I think I’ll pick this up offline, but I think one of the issues we’re just trying to understand is that there are cash flow fluctuations related to funding costs on an immediate basis. And I’m just wondering if the evolving hedging strategy reduces liquidity in any way or positions you with less liquid instruments as an offset to movements in repo rates, for example.

Yes. So I think the short answer to that question is no, it doesn’t. A slightly longer answer would be this is sort of the reason why we introduced this Slide 14 in a slightly different way than we had before, which is you’re sort of putting your finger on exactly the reason we did this, which is if we bought Fannie 4s at par at the beginning of the year when rates were rising and they were [indiscernible] dollar price then, right? And now Fannie 4s are $91 price, right? The spread has of course widen as stuff wide, but even if the spread had stayed constant, right, the EAD would be reflecting a yield that reflected that lower rate environments when we know that because rates rose, the yield and the spread reflect the higher rate environment. So that’s not in, it wouldn’t be in the EAD necessarily because it’s still based on purchase yield, right? The yield at the time of purchase rather than the current market yield, right? And so we felt it was important to show everything on a contemporaneous basis, right? And Slide 14 shows the book value, right as it was along with the spreads, the market prices of the assets that were in effect at the time that was our book value, right? That’s why I say it’s buying and selling every day. It’s lining up those things, whereas the EAD measure, we’re showing you the current book value, but the yields are based on some historical measures and amortized cost. And it’s very difficult and complicated. This is a simpler view, at least in my mind to see what the return potential is because everything’s lined up on one day.

Fair enough. And it definitely is complicated. I was flipping through textbooks last night trying to understand some of the stuff. So I appreciate the answers.

I hope it helps. Thank you.

Our next question comes from Arren Cyganovich with Citi. Please proceed.

Hi. I just wanted to follow up on kind question about the spreads in the potential tightening there. What kind of macro events or what events would lead or naturally lead to spread tightening over time?

Well, thank you for the question. The – as I alluded to earlier, the – I think a lot of what’s happening in the market right now is very inflation related. And I think that’s the focus of the market. It’s the focus of the Fed. It’s almost a singular focus. And I don’t want to make the world sound that simple, but I think right now that is really what is driving things. So if I had to put my finger on one thing, it would be that, and then, to a direct linkage to mortgages, it would be a decline in volatility, as Bill mentioned in his comments, as dramatic. And as it has been for the way mortgages have performed over the quarter, a lot of it can just be attributed to volatility. And combined with what has been a very poor technical situation for mortgages at the same time. And the linkage really here is inflation to Fed, to volatility declining to better spread performance out of the sector.

Okay. Got it.

I might just add one thing, which is that the current pricing of the mortgage market is incorporating this existing high volatility already, right? And we think it’s still historically attractive, even including that higher volatility. And so we do expect volatility to moderate eventually. And we think mortgages will allow perform in that period when that comes.

And then on the hedging side, it looks like you don’t have any interest rate swaps any longer. Can you just talk about the hedging positions in a decision to remove those?

Yes. Thank you for the question. It is I think a fairly simple response. First of all, we do believe that there is a better correlation between treasuries futures to mortgages than swaps. There’s a lot more things that go into the swap market, and it almost introduces an extra amount of basis risk to that. And finally, and going back to a prior question, I don’t know if it was exactly answered, but our – with the, how quickly the market is moving around and shifting of current coupon, everything else, it’s frankly, it’s a lot easier to manage the book with futures than it is with swaps. Swaps are continue to be more of a slightly negotiated transaction as opposed to futures, which are entirely electronic and easy to trade.

Okay. And then lastly, you’d mentioned that you sold some of your portfolio into buy back some shares. How much of that portfolio did you sell?

Well, we said what the overall decline in the portfolio was and our leverage is now seven times. So, we sold it to – we viewed it as a little bit of a paired trade to use the proceeds. I’m selling mortgage to buy back those shares. So it’s wrapped up in the leverage decline that we had. It was between, I know – we declined. I don’t, Nick, how much did we reduce the position in October here? I think $500 million and $1 billion relative to the…

So….

Something like that, say between $500 million and $1 billion.

Yes, that’s right.

Of mortgages in order to fund that position and as we said, right, it was – it’s a risk free return, right for us, right, in the low mid-teens, no prepayment risk, no transaction risk, no credit risk, no market risk, right? And we were able to – when we think of the mortgages that were funded by that position, it was actually a positive P&L trade. And so it wasn’t locking in any loss. It was actually locking in gains by effectuating that repurchase.

Okay. Thank you.

Our next question comes from Eric Hagen with BTIG. Please proceed.

Hey, thanks. Thanks. Good morning. I think I have, I think three questions. First, can you say which preferred series you’ve bought back in October? And then can you talk about the mark-to-market features on the debt supporting MSR? Are those daily mark-to-market, or are hey more of like that kind of credit mark, if you will? Are there different mark-to-market features depending on the source of funding? And then the third question is in the portfolios of specified pools, can you guys talk about the liquidity and some of the trading dynamics you see driving value for the higher versus lower coupons? Like from that standpoint alone, like what’s the value that shareholders are picking up in the higher coupons versus being in the lower coupons where there’s a lot more supply? Thank you.

Sure. Thanks for the question Eric. Good to have you . Mary, you want to take Nick’s – take Eric’s question about the preferred there? Something is wrong, Mary, you’re on mute there.

Oh, sorry about that. The preferred buyback was across all three series and we’ll be filing our Q today and the details behind it will be included in the subsequent event putting up.

Okay.

Nick?

Yes, talking about the positioning in the mortgage stack, and I think we kind of address it in that special topic slide. If you look at our levered return, static levered return projections across the various coupons, we are position in higher coupons. For the most part, it is hard to be entirely positioned in so-called current coupons right now because rates have moved so far so fast that there really hasn’t been a time enough, not enough time to originate really a stock of things that are priced right around par and a low pars. They’re just a TBA market right now. We – so I would say current coupons more perspective right now, 5s maybe some 5.5. And we are continue to be wanting to move into higher coupons from the lower coupons. And I think the type of return potential that we see in those sectors is what you can see on our special topic slide.

Great. Yes. The third one I asked was about the mark-to-market features across the debt supporting MSRs. Thank you.

Yes, sure. The – we have combination of bilateral facilities as well as our term note. The mark-to-market features vary from daily to being market dependent based on rate triggers to – I mean everyone has the ability to remark whenever they want, right? And so some are more regular and some are more periodic in basis than we said. One of the things that I think we’ve described in past periods and past quarters is that a falling rate environment is actually from a liquidity standpoint easier and better to manage for us because of the so-called imbalance between the haircuts. And it’s the rising rate environment, which is potentially more stressful. But as we see here, rates rose a 100 basis points, right in our – and the broker marks on our portfolio only increased by 10th [ph] of a month. So we’re pretty near the – well, we’re in an environment where there’s not very much rate sensitivity to MSR prices anymore given that we’re so far out of the money. I mean, I think there’s still interesting evaluation things happening as speeds slow and as the Fed raises rates and float income’s going to increase and all of that. But in terms of the price sensitivity of MSR here, it’s very, very light. Does that answer your questions?

Yes. Thank you very much.

Yes. Happy. Thank you.

At this time, I would like to turn the call back over to Mr. William Greenberg for closing comments.

I’d like to thank you everyone very much for joining us. And as always thank you for interest in Two Harbors.

Thank you. This does concludes today’s teleconference and webcast. You may disconnect your lines at this time, and thank you for your participation and have a great day.