Good morning. My name is Sherry and I will be your conference facilitator. At this time, I would like to welcome everyone to Two Harbors' Fourth 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 Maggie Karr. Please go ahead

Good morning, everyone, and welcome to our call to discuss Two Harbors' fourth 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, Maggie. Good morning, everyone and welcome to our fourth quarter earnings call. Before I begin, I would like to welcome back Maggie Carr as our Head of Investor Relations. Maggie worked with us from 2012 to 2020 before leaving to try something new, but she couldn't stay away and we are delighted to have her back on the team. This morning. I will provide color on the market environment and our performance as well as our outlook for 2023. Mary will provide information around our financial results and Nick will discuss our portfolio. Please turn to Slide three for an overview of our quarterly results. Our book value at December 31, was $17.72 per share representing a positive 11.6% total economic quarterly return. Our earnings available for distribution or EAD was $0.26 per share. As we've discussed on prior earnings calls, EAD is a complicated metric and does not necessarily reflect the earnings potential of our portfolio. To assist our investors and analysts when thinking about our earnings potential, this quarter, we are introducing a new metric called income, excluding market-driven value changes, which will provide more of a market value base view of our quarterly portfolio returns. In the fourth quarter, this number was $0.73 per share representing a 16.7% annualized return on average common equity. Mary will discuss EAD and income excluding market-driven value changes in further detail in her remarks. Post quarter end, we announced that our book value through the end of January was up 4% net of the preferred dividend accrual. Please turn to Slide four; too many superlatives have already been used to describe the market environment of 2022 and I will try not to add any more except to say that inflation fears and interest rate volatility consumed investors throughout the…

Thank you, Bill, and good morning, everyone. Please turn to Slide five. For the fourth quarter, the company reported comprehensive income of $160.2 million or $1.85 per weighted average basic common share. Our book value was $17.72 per share at December 31, compared to $16.42 as September 30. Including the $0.60 common dividend, results in a quarterly economic return of positive 11.6%. Results primarily reflect the mortgage spread tightening as well as the repurchase of 2.9 million shares of preferred stock, which contributed approximately $0.26 to common book value and lowered our ratio of preferred stock to total equity from 34% to 30%. Before turning to Slide six, I'd like to call your attention to appendix Slide 27, where we have included the customary information on re-taxable income and the tax characterization of our dividend distributions. For additional information regarding the distributions and the tax treatment, please refer to the dividend information found in the Investor Relations section of our website. Moving to Slide six, as Bill mentioned, this quarter, we are introducing a new metric; income excluding market-driven value changes. This new metric is defined as total comprehensive income, excluding market-driven value changes on the aggregate portfolio, income taxes associated with market-driven value changes, non-recurring operating expenses, and the gain and the repurchase and retirement of preferred shares. This metric concludes the realization of portfolio cash flows, which incorporates actual prepayments, changes in portfolio accrued interest and servicing income, servicing expenses and price changes. Price changes are measured daily based on the assumption that spreads, interest rates and volatility, factored into the previous day ending fair value are unchanged. This applies to RMBS, MSR, and derivatives as applicable and is net of all recurring operating expenses and income taxes not associated with market-driven value changes. In essence, you can…

Thank you, Mary. As Bill noted earlier, after capturing much of the spread tightening in the fourth quarter, we moved into a more neutral position, reflected in the decline in our debt equity ratio. Continuing on Slide 10, our portfolio decreased to $14.7 billion over the quarter down to about 11% predominantly from the sales of specified pools. The decreased balance can be partially attributed to the purchase of 2.9 million shares of preferred stock, which as Mary noted, added about $0.26 to common book value. The fair value of our MSR portfolio was stable ending the quarter at $3 billion. Before turn into Slide 11, I wanted to point out that we moved our portfolio risk positioning metrics onto one page, which is Slide 16 in the appendix. The top section shows exposures across parallel and non-parallel interest rate shocks and as has historically been the case, our exposures are quite low. By virtue of reducing our leverage over the quarter, we also brought down our current coupon spread sensitivity into a more neutral range. Turning to Slide 11; figure two shows the performance of RMBS by coupon for both TBAs and specified pools. We benefited from having concentrated positions in fours through fives. We continue to rotate up in coupon both in TBA and pool positions, increasing the portfolio's nominal yield in OAS. We added to our specified pools in 4.5 to four 6s and in TBAs from 5 to 6s. As you can see in figure three, repayment speeds came down 35% in the quarter to an average speed of 5.9 CPR. The anticipated slowing of prepayment speeds is why we move the portfolio up in coupon throughout 2022. Higher coupon RMBS performed better in slow prepayment environments and provide more stable returns over a wide range…

Thank you. We will now conduct a question-and-answer session. [Operator instructions] Our first question is from Doug Harter with Credit Suisse. Please proceed.

Thanks. Hoping you could help reconcile your new disclosure, the income ex market value changes and the return potential. This quarter you kind of over earned your return potential. Just I'm trying to understand what the difference is there and kind of how to think about that those two numbers going forward.

Sure. Good morning, Doug. Thanks for the question. So there are many reasons why those numbers will be different. Slide 13 is a static look forward whereas this metric is calculated daily and includes position changes, daily spread changes, daily compounding interests and actual cash flows and prepayments.

Okay. So, are they -- so I guess they're historic, I guess is that sort of a structural difference that could, will kind of always lead to differences or would over time would they kind of converge towards each other? And then along that lines how does management the board think about the importance of each of those two metrics in terms of setting a dividend level?

So the Slide 13 is at point in time estimate. So we will have differences as portfolio changes, etcetera. With regards to the dividend, we set the dividend with more than one quarter in mind based on book value and return expectations. We believe the current dividend is sustainable at this level and it is supported by the range shown on Slide 13. As always, decisions on future dividends depend on many factors including the static level return estimates as well as redistribution requirements and sustainability and ultimately our board of directors makes that final decision.

If I could add just one thing. Good morning, Doug. The number -- the metrics shown earlier -- the income excluding market driven value changes, is the calculation that Slide 13 would give if calculated every day. Right? So take Slide 13, calculate that every day. Buy and sell the portfolio every day with market changes, position changes and everything new spread changes and then do it again every day and string those together and compound them together. And that's what ends up with being the backward looking income excluding market driven value changes as compared with the forward looking, which is Slide 13, which is a static point in time, which by the way. so, if nothing were to happen in the portfolio or in the market for the next three months, then those two numbers would be the same and…

But obviously we don't live in a world where nothing changes.

And it would be -- and if we bought and sold our portfolio at the beginning of the quarter on the first day, then that number would also be the same as EAD.

Okay. I appreciate that. That helps. Thank you. Yep.

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

Hey, thanks. One, follow up on the new metric, the income excluding market value changes, I'm specifically curious about the operating expense line. I understand you were trying to exclude one-time items from that. So is the -- is the adjustment to the operating expense line there primarily due to the servicing transfer charges or is there anything else going on in that line that's a one-time item?

No, the servicing transfers are included in recurring operating expenses. The non-recurring are certain acquisition related costs associated with RoundPoint as well as non-recurring legal fees. And I would just note that those items are the same that are excluded from EAD that operating and two measures are consistent.

Sure. Okay. That makes sense. And then with respect to the recent capital offering can you talk about sort of how you -- how you're deploying that capital, pending any potential bulk MSR purchases and then if there are some sizable MSR portfolios that come up for sale, you maybe discuss generally how you'd think about the potential purchase of large pools and how much -- how high you'd be willing to take your capital allocation to MSRs. Thanks.

Yeah, thanks very much for that question. That's a very good one. One of the main reasons for the capital raise was to be able to take advantage of what we think is a really interesting and exciting supply demand and balance, which is currently existing in the MSR market. Subsequent to the comments that we made surrounding the capital raise, we actually did sign a term sheet to acquire a portfolio of $11 billion UPB of MSR that at what we think are very attractive spreads and prices. The capital is essentially already deployed through a combination of that $11 billion, which of course we start earning the economic returns on trade date as well as we purchased some MBS as placeholders while we continue to look at MSR packages. There's lots of MSR available in the market today with packages. As Nick said, there's been more than $120 billion of UPB coming out in the market in January alone and we're seeing more all the time. So, we think there's some really interesting opportunities there. We're continuing to bid on some of those packages. If you look at Slide 13, you can sort of see how we allocate MSR with MBS. And so you can see how much additional MSR that capital raise were to support if we were to apply -- to deploy it all into MSR, which would be in the $300 million to $400 million range of market value. And of course, we could also redeploy some of our capital out of MBS into MSR if we thought that was really attractive to, which depending on the levels, we might actually do also.

Okay. That's helpful. Thank you. Thank you.

Our next question is from Kenneth Lee with RBC Capital Markets. Please proceed.

Hi, good morning. Thanks for taking my question. Just one more question on that new metric, the income excluding market driven value changes. Would it be fair to say that that since the income ex market-driven value changes is as you mentioned backwards looking, that's the static returns would still be a very good way to assess the potential dividend paying capacity or earnings power of new money yields going forward when we're trying to assess the, the dividend capacity there. We just wanted to get your thoughts on that. Thanks.

Yes. I think that's a fair assumption.

Got you. Great. And then in terms of the -- in terms of the hedging strategy that you have, the lower sensitivity to spreads, are there any particular macro or market scenarios that you're looking to hedge against at this point? Thanks.

Hey, Ken, thank you for the question. This is Nick Letica. No, we really -- we're trying to stay, as we noted in the call, we've taken our leverage to what we believe is a neutral position and the market while it's certainly been very supportive of the strategy and as Bill noted it has comments. We like the -- mortgages look good on a nominal basis, but look a little bit less attractive on an OAS basis. We are trying to stay, very balanced and as we typically do have hedged out of wide variety of scenarios in terms of interest rate and interest rate scenarios. So no, there's nothing, there's no scenario that we are looking for specifically right here. We think the market is still prone to some amount of volatility, as evidenced by the payroll report that came out last Friday that injected some, new uncertainty into the market but, we are well hedged across a variety of scenarios.

Got you. Very helpful there. Thanks again.

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

Everyone, good morning. Just, wanted to go back one more on this Slide 6; so if you, I guess assume that means now if you're hedging with swaps versus futures, it doesn't really matter in terms of the returns data generate in that slide, is that right?

Yes, that's correct.

So, okay. Great. And then your comment about being neutral on, in your positioning, does that suggest, so is most of the basis risk now being hedged through MSR and in other ways is that kind of what you're suggesting?

No, thanks for the question Bose. As you -- as I think you know, the parent strategy that we have, the MSR and our MBS, naturally hedge each other to varying degrees over time. But, we manage that spread risk along with the other risk that we have and as also noted, we have kind of -- we've taken that risk down into what we think is a more historically neutral point to us in terms of our exposure between those two broad-based asset classes.

I'll add a couple comments to that. Nick and Bose. With and I mentioned this in my prepared remarks with the mortgage rate on our MSR being 3.25, which is very far away from the current coupon, the number of mortgages, the amount of mortgages that are needed to hedge that position in current coupon terms is a low number, right? And so our portfolios in some ways now decoupled more than it has been in the past into two segments, which is why we show that on Slide 13 between the hedged MSR piece and the RMBS piece by itself. If you look on Slide 16, right, this is where we show our sensitivity the portfolio sensitivity book value sensitivity to changes in current coupon mortgage spread at the bottom half of the slide, where you see, up or down 6% depending on a 25 basis point move and if you see the components there relative to the two parts of the portfolio themselves.

Our next question is from Rick Shane with JPMorgan. Please proceed.

Sure. Thank you guys for taking my questions this morning. First, Mary, is there any chance you guys would consider publishing an historical look at the new earnings metric back perhaps at least two years by quarter, so that way we can sort of develop a run rate. We've got the fourth quarter number, but it would be really helpful to put things in historical context as well. That's a request and then in terms of actual question when we look at the MSR and the distribution of coupon and you guys are out in the market making acquisitions because of the selling I'm curious how you think about things like purchase of -- bulk purchase of legacy portfolios with lower coupons versus flow deals that might be out there today with higher coupons and potentially ultimately much higher prepayment risk.

Good morning, Rick. Thanks for the questions. With regards to publishing a couple years backward looking of this measure, we did consider but determined that it just isn't feasible, but hopefully if we continue to produce this metric for you each quarter going forward, that will be helpful.

Okay. And I can take your question about MSR, Rick. Good morning. Thanks for the question too. We're looking in the market today, there are packages of different coupons. As you know, much of this servicing, which has been produced over the last two years is of the low coupon variety, gross wax in the two and three quarters to three and a half range. Although we are starting to see some packages with higher wax, you suggest that maybe the higher was ones have more prepayment risk. I'm not sure I would agree with that. I'd say they have more prepaid sensitivity at this point in the market because they're closer to the money. But the difference between small changes in prepayment rates when the numbers are small is also meaningful. We do think, and I think the data is showing that this view is correct, that we're at -- we're in an environment with historically slow turnover speeds, historically slow prepayment speeds. As Nick said, our portfolio is experiencing between 3 and 3.5 CPR in January and we think that that's February could be even slower than that. So that's, that phenomenon is existing all through the low coupon MSR universe. The higher coupons, by the way, aren't paying much faster. Everything is between, four, five, six, seven, eight CPR. It's all very, very slow. And of course, the thing about MSR or mortgages in general is less about the speeds and more about whether the speeds are different from what you projected them to be. So even if you bought higher coupon MSR and you expect in an interest rate value to speed to go up, then all that's fine, as long as the speeds are within that range, right? So it's all about relative pricing, right, and which ones we think are more attractive and which ones offer most value. And we're open to, to purchasing any one of those. The $11 billion pool that we bought was of the higher coupon variety, not of the low coupon variety and we think that offered very attractive returns.

Got it. And just to pull that thread a little bit more, look, I think we can imagine a scenario at some point in the next two years where there's a significant divergence in speeds for 2020, 2021, vintage loans or pools and 2022 and 2023 and again, we don't have the transparency on MSR pricing. What you're suggesting is that the market is appropriately pricing for that risk. How dramatic is the pricing differential, just to give us a sense, because again, from our seat, you imagine a world at some point in the future where it's sort of highly bifurcated in terms of coupon?

Yeah. I'm not sure I understand the question exactly, but let me say a couple words. So on the one hand the oh, I know what I was going to say. So the difference you were saying between 2020, 2021 versus 2022 and forward is not just coupon, although that's part of it, but also HPA is an important part of that too, right? And so the loans which were created in 2020, 2021 have had the benefit of a significant run up in prices. And of course, I think it's well understood in the market these days that significant HPA leads to significantly faster turnover speeds and so that is again, understood and priced into the market, right? In terms of the coupon distribution of the things and the relative pricing again, that's understood. Generically, you see where our portfolio is marked for something with a 3.25 coupon. I'd say stuff with higher coupons, I always say as a rule of thumb, just depending on everything, as I like to say at the money servicing is oftentimes priced at around a four multiple, right? Just generically, right? And it depends on the pool, depends on the characteristics, depends on, as I said, everything, but that gives you the range of differences between where higher coupon pools are and where lower coupons are.

Our final question is from Eric Hagen with BTIG. Please proceed.

Hey, thanks. Good morning. Maybe just going a little bit further on the MSR, can you talk about the control that you have around negotiating the recapture opportunity in the MSRs that you could acquire in this market? And then when you think about bidding on bulk MSRs, how do you think about the attractiveness relative to the cost and kind of availability of debt financing? Like, do you envision using sort of the full advance rate that's available to you with leverage whenever you acquire bulk packages, or are there scenarios where you wouldn't maybe look to lever the MSR as much? Thanks.

Sure. Thanks Eric for that question. So the first question in terms of recapture and so forth, as I'm sure you're aware, and I'm sure you're alluding to, there are some portfolios out there in the market where there are restrictions on that ability for the purchaser to solicit the bars to recapture. That ability whether it's present or not, is of course part of the price of the asset. So, we have a very good history of looking backwards and seeing how much we think that capacity is worth to be able to be able to recapture loans in our portfolio. We have, had agreements with our sub-services to acquire recaptured loans. And so we know what that velocity is and we know how much money that's worth, and we can include that or not include that in the market price and I think most market participants are these days explicitly including or excluding those cash flows from the value of the surfacing. So that's just -- it's just part of the price, right? So we don't view it really positively or negatively other than just adjusting for it in the price negotiations. Your second question was about what I forgot, I'm sorry…

The attractiveness of using debt and leverage.

Yeah. So, your question really amounts to how we manage our overall liquidity and risk to feel comfortable in the possibility of drawdowns of various kinds, either from an interest rate movement, from a spread movement and so forth. And so, when we think about the amount of capital that we have allocated to our strategy, whether it's RMBS hedged with rates or MSR hedged with RMBS and with financing on both sides, we consider how much extra cash we think we need to hold in order to adequately protect ourselves against those drawdowns. And so the question is, less easy to answer in terms of do we use the full financing as much as how much extra liquidity, how much extra cash capacity do we attach in our minds to that position after it's funded and in the portfolio? And you can see some of that on slide 13 based on how much equity we say we have allocated to each strategy. And you can see there how much assets we have and you can look elsewhere in our filing is about what our outstanding debt is and so forth and figure out what those numbers are.

We have reached the end of our question-and-answer session. I would like to turn the conference back over to Bill for closing comments.

Just want to thank you everyone for joining the call today and thanks everyone for your support of Two Harbors.

Thank you. This will concludes today's conference. You may disconnect your lines at this time and thank you for your participation.