Good day, and welcome to the NexPoint Real Estate Finance Second Quarter 2020 Conference Call. Today's conference is being recorded. And at this time, I would like to turn the conference over to Jackie Graham. Please go ahead.

Thank you. Good day, everyone, and welcome to NexPoint Real Estate Finance's conference call to review the company's results for the second quarter ended June 30. On the call today are Brian Mitts, Executive Vice President and Chief Financial Officer; Matt McGraner, Executive Vice President and Chief Investment Officer; Matt Goetz, Senior Vice President, Investment and Asset Management; and Paul Richards, Vice President of Originations and Investment. As a reminder, this call is being webcast through the company's website at www.nexpointfinance.com. Before we begin, I would like to remind everyone that this conference call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on management's current expectations, assumptions and beliefs. Forward-looking statements can often be identified by words such as expect, anticipate, estimate, intend, may, should and similar expressions and variations or negatives of these words. These forward-looking statements include, but are not limited to, statements regarding the company's business and industry in general, anticipated investment activity and guidance for financial results for the third and fourth quarter of 2020, including the company's estimated core earnings, dividend per common share and dividend coverage ratio. They are not guarantees of future results and forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements, including the ultimate geographic spread, duration and severity of the COVID-19 pandemic, the effectiveness of actions taken or actions that may be taken by governmental authorities to contain the outbreak or creates impact as well as those described in greater detail in our filings with the Securities and Exchange Commission, particularly those specifically described in our registration statement on Form S-11 and quarterly reports on Form 10-Q. Listeners should not place undue reliance on any forward-looking statements and are encouraged to review the company's registration statement on Form S-11 and the company's other filings with the SEC for a more complete discussion of risks and other factors that could affect any forward-looking statements. The statements made during this conference call speak only as of today's date, except as required by law, NRF does not take any obligation to publicly update or revise forward-looking statements. This conference call also includes an analysis of core earnings, which is a non-GAAP financial measure. This non-GAAP measure should be used as a supplement to and not a substitute for net income loss computed in accordance with GAAP. For a more complete discussion of core earnings, see the company's presentation that was filed earlier today. I would now like to turn the call over to Brian Mitts. Please go ahead, Brian.

Thanks, Jackie. I'd like to welcome everyone to the second quarter 2020 NexPoint Real Estate Finance Quarterly Earnings Call. Today, we'll cover highlights for the second quarter of 2020 and inception to date from our IPO in February 11. I'm Brian Mitts, CFO. I'm joined by Matt McGraner, our Chief Investment Officer; Matt Goetz, our Senior VP, Investments and Asset Management; and Paul Richards, our VP of Originations. I'll give some quick highlights of our financial performance, capitalization, recent activity and guidance and then turn the call over to Matt Goetz and Paul Richards to discuss the portfolio and some opportunities we see in the origination pipeline. We'll conclude our prepared remarks with just some comments from Matt McGraner on the markets. And specifically, our strategy NREF, particularly through the COVID times. And then also a few words on the Jernigan Capital transaction that was announced this Monday. On February 11, we priced our IPO at $19 per share, began trading on the New York Stock Exchange. In that transaction raised the total gross proceeds of 100-point -- or sorry, $101.7 million, which we used to pay down existing debt and offering costs and began with $365 million in net assets. During the end of the first quarter, COVID hit, I think we can all agree throwing the mortgage REIT sector into a bit of chaos. We had used the proceeds from our IPO to pay down our repo financing prior to that, which allowed us to avoid a lot of value obstruction that happened in March and April. And I think we came through fairly unscathed on that front. During the second quarter and up to today, we have been finding ways to raise capital and make strategic investments. And Matt, I guess, and Paul Richards will talk about…

Thanks, Brian. We view our second quarter results as being extremely positive in light of the broader difficulties currently being experienced throughout the market. Interest rates remain at historic lows while all unemployment fears and political gridlock have become the new normal in this post-COVID era. Despite these headwinds and elevated volatility in the commercial mortgage REIT sector over the first and second quarter, our underlying portfolio of investments has performed extremely well. We believe this performance is due to the defensive structure of the portfolio, namely investments in stabilized, residential and storage assets at low leverage with well yield sponsors. We have 0 construction loans, no heavy transitional loans, no land loans and no for sale loans. We believe the key to our performance is our ability to manage our balance sheet and find creative solutions that benefit our investors and our borrowers. That said, we'd like to spend a few minutes discussing the current portfolio's performance as well as to discuss the opportunities we were able to take advantage of in the second quarter and immediately thereafter. The current investment portfolio is comprised of 45 individual investments with approximately $1.37 billion of total outstanding principal. As discussed previously, the portfolio is 97% residential with 63% invested in senior loans collateralized by single-family rental and 34% invested in multifamily via Agency CMBS, preferred equity and mezzanine debt. The portfolio's average remaining term is 8.2 years, which we believe is atypical in the commercial mortgage REIT space. The portfolio is 99.6% stabilized, has a weighted average loan-to-value of 66.9% and a weighted average debt service coverage ratio of 1.94x. The portfolio is geographically diverse with a bias towards the Southeast and Southwest markets. 100% of our investments are current. As mentioned in our earnings, we currently have 1 multifamily property…

Thanks, Matt. During the second quarter, the company was able to source and transact on attractively priced agency CMBS bonds in the secondary market. We purchased Series K 1510, K 1513 and K 97 X3 IO strips with spreads of approximately 740 basis points, 880 basis points and 585 basis points, respectively. All 3 bond purchases have posted mark-to-mark gains through the end of the second quarter and have continued to perform extremely well. We were able to finance these purchases with attractive repo financing at rates of approximately LIBOR plus 110 to 130 basis points. Our SF loan book continues to perform and our outlook on SFR remains very positive, given its compelling market fundamentals. As Matt previously mentioned, there were 9 loans that were granted forbearance at the beginning of the second quarter. We believe this was out of an abundance of caution. And as of today, all 9 loans are not participating in the extended forbearance program, and all 9 loans should be on track with their scheduled repayments. Overall, our borrowers have seen strong performance and SFR as a whole has and should continue to be one of the most resilient real estate sectors given the heightened demand for renters to shift to less densely populated suburban areas. Lastly, we've seen secondary CMBS prices tighten significantly over the past quarter and on into the third quarter. To finalize our prepared remarks, before we turn it over for questions, Matt McGraner will provide commentary on our strategy and portfolio and the recently announced JCAP deals.

Thanks, Paul. As previously disclosed, NexPoint and affiliated funds signed an agreement to acquire JCAP for $17.30 a share. with an expectation that the transaction will close sometime in the fourth quarter. We view this transaction as platform enhancing in a highly coveted property type. We share iteration for the assets and team and look forward to growing the platform. Enhancing this vertical and our expertise in the sector should bring more storage financing opportunities in the door, and we will no doubt be looking to capitalize on financing dislocation in the sector going forward and are now even more equipped to do so. Though not set in stone and depending on market conditions, we expect 1 of 2 outcomes for NREF's $40 million preferred investment in JCAP. We'll either take -- we will either cash it out and redeploy the proceeds into future investments such as attractive Freddie K deals or other special situation opportunities or we will roll the investment into the new venture as the preferred security or subordinated debt instrument with similar low double-digit return characteristics. Again, the determining factor will be what is best for NREF and its shareholders at the time when the transaction is about to close in the fourth quarter. And to wrap up before turning the call back over to Brian to reiterate what Matt and Paul stated previously, we continue to be very pleased with the performance of the underlying portfolio and our ability to source and fund accretive opportunities such as K 113 that closes today. Again, we are spending our time playing offense, not defense, on asset management and new investments. We're not managing unfunded obligations or future fundings in office, retail, hospitality, et cetera. We strongly believe our long-duration investments in SFR, multifamily will continue to provide transparent earnings stability for years to come, and especially during and through these difficult times. Going forward, we will continue to opportunistically source new investments again, primarily in the residential sector and storage sectors. That's all I have for prepared remarks, I'll turn it back over to Brian.

Thanks, Matt. I think with that, our prepared remarks are concluded. So let's turn it over for questions.

[Operator Instructions] And our first question comes from Stephen Laws with Raymond James.

First, I want to start, maybe, Brian, probably for you. Around the 4Q guidance, certainly looking to see some big benefits on a full quarter basis from these new investments that you're making at attractive returns. Can you maybe talk to the risk around that guidance range for Q4? I know you mentioned a number of investments closed quarter-to-date. I think the deck has another one being closed today. How much origination after today or maybe capital deployment is necessary to reach that guidance range? And again, I appreciate you providing guidance, that puts you guys as one of the more unique companies in the space, but I'd love some color what goes into that 4Q, $0.48 midpoint.

Sure. Yes, so absolutely. As you put yourself out there a little bit when you provide guidance, but the Q4 guidance is not based on anything additional past what we've discussed here today. So once we close K-113 today, we're not assuming anything additional. Not saying that we don't have some things on the horizon, but that's not baked into our guidance. I'd say the risk of the wiggle room is just interest rates. Most of the book is fixed, but we do have some of the floating deals and the securitizations. And so that gives us a little bit of range where we're at today on LIBOR, which is primarily our index that's going to be floating. Never say never, particularly in these times. I mean, we've seen a pretty massive move down in LIBOR, I guess, theoretically, it could go below 0. But we think that there's probably a lot of that's already baked in and not a ton of movement left, but that's really what you see in the guidance in the range. And that's the real risk point.

Right. And as you mentioned, you still have a pipeline, you do still have some capital available for new investment. Can you talk about turn opportunities kind of across the places you look. I mean, what are you seeing in preferred investments, mezz? Where do you see, obviously, CMBS, you provide a lot of color around the new investments, kind of relative attractiveness of those sectors and maybe how you think about portfolio mix between the 3 buckets.

Sure. Yes. This is Goetz. I'll take a stab at answering those. If I don't answer one of them go and reask. So I'll go forward, we're continuously evaluating opportunities. I think if we wanted to and have the capital, we could take down 2 or 3 more B pieces this year. We're also seeing preferred and mezz deals, I'd say, on average, we're underwriting a couple of hundred million bucks a month in that product. Again, most of that's on stabilized multifamily. And then in the special situations bucket, just because of our platform, we did to see deals that others might not that are not really brokered, more of investment bankers or strategic opportunities where we can make investments similar to the JPAC preferred that we currently have in the book. And then in terms of pricing and yields or returns, I definitely think that, and Paul can speak to this too, because he kind of followed the secondary market. In the first quarter, you obviously saw everybody being blown out of their securities because they were over LIBOR on margin. As Mitts discussed, we feel like we have a pretty healthy leverage rate or LTV based on the market values of our current CMBS B pieces. And we think that the spreads on those are going to start to come down. You've seen it in the other tranches, the guarantee tranche and the IO strips spreads or pricing on the most recent deals has been coming down to the tune of 100, 200 basis points. So I think the next obvious tranche to move in is going to be the B pieces or the tranche deal to foresee, respectively.

Yes. I'll just add to that, Steve. It's Matt McGraner. I think that for me, I think Matt Goetz is right. The B pieces on the K deals, buying during COVID at the spreads that we're buying, we think the mark-to-market gains in a normalized environment will be there. Add to that, kind of the structure that's in place on some of these deals. You have interest, tax, insurance escrows that are unique and have never been implemented before. So it's an added layer of security to the securitizations. And for us, being able to buy this type of security, which is double the unlevered asset yield or the cap rate on stabilized multifamily doesn't really get any better than that.

So your question about the allocation amongst the different property sectors. I think you've seen and you'll continue to see that multifamily will gain an exposure vis-a-vis SFP, not because we don't like SFR, but it's a definitely a newer sector. I'd say there's more opportunity just in general in the multifamily. And you're starting to see that either acquisition, disposition or refinancing start to pick up as we continue to go through the COVID crisis. So we'll continue to look at SFR opportunities. I think there's a lot of multifamily that's out there that, as Matt said, we underwrite a lot of it every week. So...

Great. And as a follow-up to that, thinking about book value recovery, certainly saw some recovery of the March 31 marks in Q2. But looking forward, I mean, based on your comments, is it correct that we should see book value benefit not only from those unrealized losses being recovered, but appreciation on the new investments you've made in the last few weeks?

Yes. So Prior to COVID, a lot of the seasoned B pieces were actually trading at premiums. So right now, they're probably trading at low to mid-90s. So I think as things settle down and if you see the new issuance, B pieces, pricing come in. And if it -- the future is anything like the most recent past, I think you will see an uptick in book value from a mark-to-market perspective.

And we'll take our next question from Alex Kubicek with Baird.

Just one quick question from me. Curious how attractive you guys find issuing OP units at books? Just kind of when you stack up your hierarchy of cash sources, especially if the stock continues to trade at a discount. Is there more bandwidth from both perspective of NREF and the manager today? Just kind of wondering how you guys are thinking about that going forward.

Yes. You mean in terms of -- sorry, Alex, I'm Matt McGraner. In terms of capitalizing on new opportunities by issuing OP units to funds or -- sorry?

Yes. So from the perspective of the manager, is there more kind of capital willing to kind of issue -- provide more capital again to the opens? And also from the perspective of NREF, how does that stack up on your guys' kind of hierarchy of where you can access funds today?

Yes. I mean, I think that what you see not only in this business, but all of our businesses is the manager and the platform will continue to nurture all these businesses. We -- when we issue the OP units to the funds earlier, as Matt mentioned on one of the deals. We did so at a price materially above where it was trading in at book. So that's indicative of how we think about treating shareholders and capital allocation, and there is -- there is more room there. There's nothing in the pipeline, but we'll continue to help out the business, if we can.

Yes. And just to say this, Alex, you'll see this in the Q is one of the sub events, but the funds that our current OP holders contributed about $11.5 million of cash, new cash as part of helping to finance these KF 81, 113 deals. That was at the new book value of 18, 33. So to Matt's point, we'll continue to do things like that. There is additional capital available for that in the future. So it's not unlimited, but there's certainly a bucket there in those funds. And to Matt's point, we will continue to support all of our different platforms.

Our next question comes from Jade Rahmani with KBW.

Yes. Just to put a final point on the OP unit issuance. Those were issued at book value, and so were not dilutive?

Correct.

Okay. And going forward, if there were OP units to be issued. Could we expect the same principle to apply in terms of issuing it at book value and not below book value?

Yes.

Okay. That's Good to hear, something investors are pretty sensitive too. So it's helpful to have that clarification out there. What would you say the target leverage ratio on a consolidated debt-to-equity basis is for the company?

Yes. I mean, I don't think it's changed since the IPO. So we're always trying to hover around 2.5x to 3x.

Okay. And in terms of the philosophy around putting leverage on Freddie Mac B pieces, how are you thinking about that given the underlying value ratios are modest, but the piece of paper itself represents about 7.5% of the capital or so. So just wanted to see how you're thinking about that.

Yes. I mean, I think we feel pretty comfortable where we are today. And in terms of what we're doing going forward. We're in talks to get a longer-term duration facility that we would expect to achieve this year, even though the financing environments are difficult. Paul, I will put you on the spot for a second. We ran calc on what -- how far the B piece would have to blow out to trigger, I think at 60%, 65% LTV. So I don't know if you want to...

Yes, sure. So we were running the stress scenarios on our pro forma leverage scenarios. And then what we saw was bond equivalent yields on our B pieces would have to blow out of 15%, 16% type yields to where we would be levered on our current basis of 65%. We're not adding or near 65%. So you'd have to see a large widening of spreads, even more so than what we saw back in March and April of this year for us to feel any, if you will. So we feel very comfortable where we're at from a lever standpoint right now.

So Jade, it's Brian. Let me summarize all that and say it a little bit different ways that when we look at repo financing, which is shorter-term financing that we're putting on against longer-term paper. We're very sensitive and cautious to doing that in a thoughtful way in a responsible way. And we think that where we're at it, I think it's 50% or a little bit below LTV today on spreads that are wider than they were 6 months ago and still not -- they've recovered from the lows of March, April, but we feel like we've got a lot of cushion here. It's less than 17% of the total debt is mark-to-market. So we're trying to be very thoughtful and cautious in using that. But as far as using that type of financing on Freddie Mac B pieces, we feel pretty good about that. It's historically done very well, notwithstanding sort of what happened in March and April, which we avoided. But now we think that it's the right time to put some of that on and take advantage of these -- what we think of as crazy high spreads still in the market, and those are tightening as we speak. So I think you'll see the next Freddie Mac deal go tighter and probably continue to come in.

Okay. In terms of the forbearance update, the 9 forbearances in single-family rental, what percentage of the portfolio was that? Is that 9 out of 27 loans, understanding that one of the loans is about half the portfolio. But what percentage in dollars or units did that relate to?

It's 2% of UPP.

2% of UPP in the single-family rental loan book or including the CMBS? Just looking at the single-family rental loan book stand-alone?

So that's -- the 2% is inclusive of CMBS. The forbearance was $107 million in the SFR. But again, we think a lot of those borrowers and then speaking with the master servicer. A lot of those borrowers, we're doing it as a defensive measure and just proactively. They are all not participating in the extended forbearance program. So we extend -- again, they're current. So we expect all 9 to be out in short order.

Yes, and just to put a fine point on the whole forbearance program that Freddie did. There is no loss to us as the loan holder in SFR forbearance program. Freddie covers that. They've made payments to us during the forbearance period. The borrowers have up to 12 months to make whole on that, and then Freddie has talked about extending that if necessary to not put any undue pressure on the assets. So we will never see anything that comes back from that.

Okay. Were you surprised by that number of forbearance in the single-family rental portfolio. So far, the single-family rental REIT seemed to be based on collections outperforming a lot of the multifamily REITs.

No. I'll take the first part of that, and then I'll turn it over to Paul. So if you can chime in as well. One thing to note on the forbearance in the SFR. So it's 27 separate loans, but they're a thousands of underlying loans. And so the forbearance is actually -- is requested by the borrower. So the dollar amount is actually higher than probably what those borrowers were seeing at the individual property level. So I think that $107 million probably doesn't equate to a $407 million of loans where they were worried that they would not collect rent and be able to cover the debt service. Paul, do you want to talk about the SFR collections and what we're seeing?

Yes. It is quite easy for the SFR program to -- for any borrower to receive forbearance. I think it was more of a knee-jerk reaction and more of a safety measure on their part. I'm not surprised that all of them are not getting the extended forbearance program because of what we've seen in the SFR landscape in terms of collections. It's a great sector. So we're pleased to see that all 9 loans are not going to be participant in that, and all 9 loans to be on track with the repayments in the future.

And we'll take our next question from Stephen Laws with Raymond James.

One more follow-up, if you don't mind. Kind of the -- sort of down the same track. But again, unique in that you guys have a stabilized portfolio and you have a higher net service coverage ratio. If we maybe think about it from an occupancy rate or this forbearance number of 2%, where do those numbers have to go before you have concerns about the ability of your borrowers to service their debt? I mean, as an occupancy -- the inflection point for stress there.

Yes. It's Matt McGraner, Stephen. So this is helpful and germane to our ability to operate assets across the variety of platforms that we invest in, specifically multifamily. Within XRT in our multifamily portfolio, in general, we've stress tested that portfolio. And what we saw was for leverage levels that are 65% to 75% on existing rates and debt service coverage ratios and occupancy, economic occupancy would have to fall to 80 -- low 80s, so kind of 82%, 83% in order to not to come -- to bring the debt service coverage ratios and the covenants with Freddie Mac. So quite far from where we are today. A lot of the industry is collecting the NMHC numbers in 93%, 94% of rent. And so in physical occupancy has remained strong at 93%, 94%. So we're quite a bit far away from any stretch of the imagination of not being able to cover that service.

And at this time, there are no further questions.

Great. We'll end the call then. Appreciate everyone for time and participation, and we'll be back in a few months. Thank you.

Ladies and gentlemen, this concludes today's call. Thank you for your participation. You may now disconnect your phone lines.