Craig Knutson
Analyst · JMP Securities
Thank you, Hal. Good morning, everyone. I'd like to thank you for your interest in and welcome you to MFA Financial's Second Quarter 2020 Financial Results Webcast. Also dialed in with me today are Steve Yarad, our CFO; Gudmundur Kristjansson; and Bryan Wulfsohn, our Co-Chief Investment Officers; and other members of senior management. Before we begin, I'd like to give a shout out to our entire MFA team. The last 5 months have obviously been extremely challenging and made exponentially more so by the fact that all of our efforts have been remote as the company fully implemented our business continuity plan during the third week of March. The effort and commitment put forth by our entire team over the last 5 months has been extraordinary, and I have been awed by their dedication. Although the bottom line earnings per share results for the second quarter of 2020 might, at first glance, appear to be a return to normal for MFA. The second quarter was anything but normal. After a COVID-19-induced mortgage market meltdown that began in mid-March, we were in the middle of negotiating a forbearance agreement with our significant lenders as the second quarter began. These negotiations resulted in our first forbearance agreement, which took effect 10 days into the quarter on April 10, although our lenders who were party to this agreement had essentially been granting us forbearance since March 23. Forbearance agreements were extended on April 27 and again on June 1, and we exited forbearance on June 26, so we spent nearly the entire second quarter under forbearance. And while these forbearance agreements were expensive and required a massive effort to manage, they did afford us the time necessary to delever our balance sheet, generate liquidity and conduct a thorough and competitive process to source third-party capital. Please turn to Page 4. Our second quarter financial results were overwhelmingly dominated by unusual events and transactions. Sales of residential mortgage-backed securities in the second quarter generated $177.5 million of net realized gains versus their March 31 marks. The sale of a large Non-QM whole loan pool generated a loss of $127.2 million. However, $70.2 million of this loss was booked as an impairment in the first quarter in anticipation of this sale, so the second quarter recognized loss was $57 million. We booked a $49.9 million loss related to swap hedges that were terminated during the first quarter. High forbearance interest expense and $14.2 million of amortized swap losses generated very high interest expense of $82.1 million for the period that resulted in no net interest income for the quarter. We also recorded $40 million of expenses related to forbearance and portfolio restructuring. So although we earned $0.19 per share in the second quarter, this was the result of many large and unusual items. GAAP book value was up primarily due to GAAP earnings that were not paid out in dividends. Economic book value was up additionally as we saw continued price improvement in our carrying value whole loans. We elected the fair value option to account for all new and reinstated financing. This allows us to expense upfront fees and other costs associated with these transactions. Thereby allowing us to present a more true economic go-forward cost of these financing arrangements. Our leverage ratio at June 30 was 2 -- was 2:1. And our investment mortgage assets consisted of $5.9 billion of residential whole loans and approximately $400 million of mortgage-backed securities. Please turn to Page 5. As previously announced, we closed our capital transaction with Apollo and Athene on June 26. This transaction included a $500 million senior secured term loan, a warrant package to purchase 7.5% of MFA common stock, over $2 billion of new non-mark-to-market financing provided by Apollo and Athene, together with Barclays and Credit Suisse. In addition, Apollo and Athene have committed to purchase the lesser of 4.9% or $50 million of MFA common stock in the open market over the next year. And Athene has committed to purchase a portion of MFA's first Non-QM securitization. I cannot stress enough that this transaction was about a lot more than a $500 million check. It is very much a holistic solution and a strategic and collaborative partnership. Please turn to Page 6. With the pause afforded to us through forbearance and with assistance from Apollo and Athene, we have also been able to profoundly restructure our liabilities to a much more durable form of financing. Of the $4.7 billion of borrowing that is asset-based or secured, $3 billion is non-mark-to-market and 2-year term, and another $785 million is intentionally underlevered by approximately $55 million, thus creating a margin cushion of approximately 6 points. In addition, we have $330 million of unsecured debt with our senior note and convertible bond. So all told, over 80% of our borrowing is either non-mark-to-market or under levered. As you can see in the last bullet point on this page, the cost of the aggregate secured financing away from the Apollo, Athene senior loan and our existing securitized debt is approximately 3.6%. Replacing some of this borrowing with securitization, particularly for Non-QM loans at current new issue levels could lower this cost by about 100 basis points depending on how deep in the capital stack we sell. Please turn to Page 7. As previously mentioned, we exited forbearance on June 26, with substantial liquidity, no outstanding margin calls and all lenders repaid in full. Although an expensive and time-consuming process, we believe that we were able to protect hundreds of millions of dollars of book value by liquidating assets in an orderly and negotiated fashion rather than through a fire sale liquidation during the last 2 weeks of March. In addition, we were able to conduct a robust and competitive third-party capital process which, again, we believe, led to a much better transaction than we could have achieved in a compressed and rushed time frame. Please turn to Page 8. While MFA is admittedly a smaller company than we were in February, we believe that we are on very solid footing during what remains a very uncertain economic environment. Not only do we have very durable financing, but we also have substantial liquidity. The securitization market continues to improve amidst dwindling supply, offering us the ability to realize considerable cost savings. Additionally, we have reinstated the payment of all accumulated but unpaid dividends on our Series B and Series C preferred stock issues, and we have declared a common stock dividend of $0.05 per share payable on October 30, 2020, to stockholders of record on September 30. Please turn to Page 9. As most of you know, as a REIT, we are required to pay 90% of our taxable income in the form of dividends, and those dividends can be both on preferred stock and common stock. To the extent that we pay 90% or more, but less than 100% of our taxable income, we are required to pay income taxes on the amount by which our dividend distributions fall short of 100% of our taxable income. Finally, what we generally have until October of the year following the tax year to make these distributions, we are required to pay an excise tax to the extent that we do not declare at least 85% of the required distribution during the current year. The excise tax is paid on the amount of shortfall below the 85%. So preferred dividends for the year at the contractual dividend rate will total $29.8 million or about $0.065 per common share. So the preferred dividends will satisfy the distribution requirement on the $0.05 of 2019 taxable income with $0.085 approximately to apply to taxable 2020 income. With an estimated $0.14 of taxable income through June 30, the 85% distribution required to avoid the excess tax -- the excise tax is about $0.12 or $0.105 after the preferred dividends. Pages 10 and 11 present pie charts to illustrate how our portfolio composition and how our secured liability structure changed during the second quarter. Our investment portfolio is lower by 1/3 and is now comprised of 94% whole loans, up from 74% at March 31, and our secured liabilities are lower by 43% and are nearly 2/3 non-mark-to-market versus nearly 100% mark-to-market at March 31. I will now turn the call over to Bryan Wulfsohn to provide more details on the investment portfolio.