Greetings and welcome to the Ready Capital Corporation Fourth Quarter and Year-End 2018 Earnings Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to turn the call over to your host Mr. Rick Herbst, Chief Financial Officer. Thank you. You may begin.

Thank you, operator, and good morning and thanks to those of you on the call for joining us this morning. Some of our comments today will be forward-looking statements within the meaning of the federal securities laws. Such statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from what we expect. Therefore you should exercise caution in interpreting and relying on them. We refer you to our SEC filings for a more detailed discussion of the risks that could impact our future operating results and financial condition. During the call, we will discuss our non-GAAP measures, which we believe can be useful in evaluating the company's operating performance. These measures should not be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP. A reconciliation of these measures to the most directly comparable GAAP measure is available in our fourth quarter 2018 earnings release and our supplemental information. By now everyone should have access to our fourth quarter 2018 earnings release and that supplemental information. Both can be found in the Investors section of the Ready Capital website. I will now turn it over to Tom Capasse, our CEO.

Thanks, Rick. Good morning. I'd like to take a brief moment to discuss the status of Ready Capital's pending merger with Owens Realty Mortgage, a publicly listed and established dusky finance REIT, that focuses on originating small balance commercial real estate loans, very similar to our own transitional loan business. We believe the transaction will benefit our shareholders by increasing both our equity base and float with minimal dilution. Further because we are not taking on significant staff expenses, our operating expense ratio should be reduced. Ready Capital will hold a special stockholders' meeting on Thursday, March 21, and with a positive shareholder vote, we expect to complete the merger by the end of the quarter. As I just described the benefit to shareholders of both companies are numerous and we encourage shareholder participation in the proxy vote. The fourth quarter marked Ready Capital's second anniversary as a public company. Before commenting on our quarterly financial results, I'd like to highlight some of the company's accomplishments over the last two years. First, we've originated or acquired $3 billion in small to medium balance commercial mortgage loans. Quarterly investment activity has more than doubled since our first quarter as a public company. Second, our annualized return on equity and dividend yields since becoming a public company remains at the top of our peer group. Third, we have improved financial leverage raising $345 million in corporate debt and securitizing $2.9 billion in small balance commercial loans across all our product lines. Finally, our total shareholder return has been 42% since becoming public, reflective of the continued execution of our business plan. Now I'll turn to fourth quarter financial results. First, GAAP earnings for the quarter were $0.30 per common share and $0.34 per share on a core basis. The earnings this quarter…

Thank you, Tom. Before I get into the results, I'd like to express my gratitude and appreciation for my time here at Ready Capital. After a decade here and before that, as CFO of two other public companies, I must admit I am looking forward to the next stage in my life. That said, I will miss my role and everyone here and I'm confident of the company's tremendous future success under the guidance of Tom, Andrew and the rest of the team. Before hitting the highlights on some of the slides included in the supplemental information deck, I'd like to discuss a few of the income statement items this quarter. Tom mentioned the decline in GAAP and core EPS was due to outsized mark-to-market losses in our interest rate swap positions taken in anticipation of the large $400 million securitization Tom mentioned. We have always hedged the interest rate risk associated with our fixed rate lending and securitization program. However, we did not use hedge accounting for these hedges. Now that we have a track record sufficient to qualify, starting in the fourth quarter, we are utilizing hedge accounting and we'll do so going forward. The mark-to-market loss on hedges entered into prior to the fourth quarter, net of tax, totaled $3.9 million for the quarter and is included in the net unrealized gain line item in our financial statements. The unrealized losses associated with the fourth quarter contracts are accumulated in other comprehensive income and will be amortized as a yield adjustment to the fixed-rate securitization closed in January. $1.5 million of these unrealized derivative losses will be covered in January, as treasury rates rose by the time of securitization closed. Going forward, we intend to use hedge accounting for these derivatives and we should not see dramatic…

Thanks, Rick. We believe Ready Capital's differentiated focus on the small balance commercial space has and should continue to provide relative resiliency against the potential late cycle price correction in commercial real estate assets. With the Owens merger closing, we will have accomplished another goal of generating non-dilutive capital to fund budgeted origination and acquisition volume through 2020. Looking ahead, we will continue to explore new lending products to leverage our origination network including alternative agency programs, small business products and expansion into Europe. We are excited about 2019 and beyond and are looking forward to building this company and value for our stakeholders. So with that, operator I'll now open it up for questions.

Thank you. We will now be conducting a question-and-answer session [Operator Instructions] Our first question comes from the line of Jade Rahmani with KBW. Please proceed with your question.

Thanks very much. In terms of the market volatility that played out in the fourth quarter, particularly December, did you see any pickup in portfolio loan sales or potential situations in the bridge loan space with borrowers not qualifying for an extension not able to get a refi and mortgage REITs or debt funds trying to sell certain loans?

Not really, because it was moved out more this – kind of risk off environment that occurred at the end of – starting in August and culminating in Christmas Eve, that was really more of a Wall Street and Main Street. We haven't seen any related impact in either the banks on the secondary acquisition side or the bridge market. Now again, our focus is our average bridge loan is only $8 million, with an industry probably more like $25 million to $50 million and the larger guys – latterly hundreds of millions. So we are hearing that some of those projects was starting to become – you're starting to see a lot of thought in terms of underwriting projects a year ago that are not meeting the business plans that are now having – running out of interest reserves and having potential default or workout situations. But in our market, we haven't seen any of that intense competition and as a result our credits remain strong.

And if there was a tick-up in the rate of delinquency or default in the $20 million-or-so loan size range is that an area that you might look to playing given your track record in history length of experience doing loan workouts?

Yeah. We're always – that's our core business plan. Rain or shine, if we see a situation – just stepping back a second. There's 100 commercial mortgage alerts last quarter. So there is 152 bridge lenders. I'd say about 40% of them are startups that really, I don't have a lot of experience as our team would or some of the large obviously public REITs. And you're definitely going to see a number of maturity defaults in the – because again, the fact that they bankrolled unseasoned sponsors with copy project. So, yeah, we would look to – our acquisition team is always on the prowl with brokers to purchase these projects from the funds at a discount.

And in terms of the skill set again, and value of the platform are you interested in building a special servicing type of operation? And can you remind us whether ReadyCap is a rated special servicer?

ReadyCap is currently not a rated special servicer. What we do is our model utilizes a technology from the external manager called Waterfall Controlled Asset Management or WCAM. It's a system we built over, little over decade that enable us to plug into our servicers and monitor the underlying credit looking at NOI updated ASRs and anything that's not -- that becomes delinquent or on the watch list, we assign a team within the external manager to manage that. We look at net pricing values. We update the values on a monthly basis. So what we do is we own the MSR. We format the servicing to a large -- a low-cost servicer to do a PNI collection, but we -- with the delinquent, we manage that delinquent loan with our own internal staff that has experience having bought about $5 billion in small balance commercial nonperforming loans since the recession. So it's the low-cost model which enables us to control all of the special servicing and at the same time enables us to something called champion challenger to pivot from one servicer to another based on their operational metrics. Q – Jade Rahmani: Turning to investment activity, can you give any ranges by segment of what you expect for the first quarter in 2019 for originations across the various products? A – Rick Herbst: Yes Jade, I can give you some color, given that we're halfway through the bottom of the quarter. The conventional fixed rate product will be probably, slightly under where it was in the fourth quarter, but still a pretty strong quarter. The transitional loan business is going well. That should be pretty close to where we were in the fourth quarter and our acquisitions are up all the way we were in the fourth quarter.…

Thank you. Our next question comes from the line of Ben Zucker with BTIG. Please proceed with your question. Q – Ben Zucker: Thanks for taking my questions and congratulations Rick on your retirement. It's been fun working with you. A – Rick Herbst: Thank you. Q – Ben Zucker: You mentioned the January fixed rate securitization and it was roughly $400 million and definitely your biggest ever by a wide margin. I'm wondering, did you guys receive any increased efficiencies from that larger transaction size that might show up in lower fees being amortized? A – Rick Herbst: We certainly -- the costs obviously it's kind of almost a fixed cost. So the percentage of the outstanding deal it was much lower than typical. The advanced rates were pretty much on par with what we've seen in the high 80s of previous deals. Q – Ben Zucker: That's helpful. And do you think going forward like this is a move and a change in strategy to maybe do target bigger securitizations, but maybe less frequently and improve on the expense efficiencies? A – Rick Herbst: Yes. I think so. It all depends on where the volumes come in for that product and they've been pretty strong here the last quarter or two. But yes, ideally we'd like to do them maybe north of $300 million range. I should point out by the way that looking at the hedge loss that we had, obviously the rate movements towards the end of the year, but also we had such a huge inventory because it was a large securitization. So we -- the notional amounts of hedges were more than they typically were. We did recapture that $1.5 million of that loss. In January, we closed out the hedge because those were all due to interest rate swap contracts on those loans. So we were able to recoup some of that -- the loss that we realized in the fourth quarter. Q – Ben Zucker: That's great to hear and I think that's important for the market to hear as well. So thanks Rick. Tom, I'm wondering is there any product or part of your business that you're most excited about right now. And I'm trying to get a feel for where we might see the ORM capital allocated. It looks like you have a pretty healthy pipeline across the business generally. So, is it just going to feel like even distribution? Or what are you thinking right now?

I would say, we're definitely in terms of incremental capital beyond the regular way originations you've seen over the trailing four quarters. The incremental capital will probably be utilized to focus on both wholesale channels in our existing businesses. So, for example, in the SBA business, we're looking at doing secondary conduit, buying loans from community banks and also doing non-owner -- so conventional non-SBA owner occupied loans, which we have a track record in securitizing. We just did a $263 million legacy deal. That's the wholesale channel within the origination business and that's managed by the businesses -- operating businesses there. The other side, which we're excited about, is it opens up the opportunity for us to spend more money on acquisitions. There's still a lot of the secondary portfolio out there both scratch and dent small balance deals, which so-called extended for 10 deals that now the regulators are forcing the banks to reserve again. And secondly, there are performing multi-family, for example, portfolios where banks are hitting these caps, the regulators put a cap of 300, I think it's 300% of tier one capital. And we have a certain growth rate then you have -- that impacts your capital ratings. So we're seeing a lot of interest from banks in terms of buying those on a global basis. So we're going to be focused both on those three -- those two things. And the third thing is we are looking at businesses and portfolios through our London team that have ROEs equal to or greater than that what we're doing here in the U.S. both on the transitional lending side, as well as the stabilized core -- the stabilized property lending. Those are the three areas we’re looking to deploy capital beyond just the existing pipeline.

That's really helpful. And then if I could sneak in a follow-up since you led me there. You're talking about expanding into Europe and you mentioned the London team and some of your peers speak very highly of this European market. So is there any build-out or investment required for you to start showing this international capability? Or do you have the pieces in place already?

Pieces in place. We've got a presence -- the external manager waterfall had a office for three years in London led by one of our partners, and they have a team of about a dozen in London and we have a team of about five in Dublin. And they're buying NPLs in various jurisdictions in Europe. So they have all the infrastructure and the same technology we do here for due diligence appraisals. So if we did something there we would probably succumb one of our ReadyCap staff to work with the existing store manager to manage that business there, but now they're established. And again we focus on small balance assets, small balance properties not competing with the large PE funds with $100 million plus transactions. We're still focused again on that small to middle market where we think there is greater – yeah, the less competition and greater returns.

Great. Thanks for taking my questions, everyone.

Thank you. Our next question comes from the line of Tim Hayes with B. Riley FBR. Please proceed with your question.

Hey, good morning, everyone. My first question just on the operating expense reductions. Were those predominately at GMFS? And how should we think about OpEx trending over the course of the year? Is there more wood to chop there? And where do you see the company adding more resources?

The OpEx, it was down this quarter fortunately. Part of it was volume related, just things that relate to origination volumes. It wasn't so much GMFS. GMFS that you're referring to the slide on – on page five, that’s – it was up and running in the top line there. We did have the opportunity to clean up, over the course of the year we make calls to various things and then true them up as we get a little more clarity towards the end of the year. I would think going forward once we close the merger, we're not really adding any OpEx to speak of. We have very nominal OpEx, but we had a capital base of 40% higher or so. So that expense ratio should be down around the 8% level. So, we're making some investments in technology that will ultimately result in some cost savings. But until you get the technology implemented, sometimes it doesn't hit right away.

Okay. So, are there no -- I mean I know you had talked about in the past acquiring Fannie license and getting some other agency products and obviously the SBC business ramping. Just wondering if you're thinking about adding more headcount over the course of the year around any of those verticals?

Nominally we are hiring new loan officers and loan origination staff. We think we have capacity within our current infrastructure to handle additional volume from where we are today. If the volume goes up higher, which we hope it will, we will need to hire some support staff to support that volume, but it shouldn't be dramatic.

Understood. And then what is your view of the mortgage lending banking landscape and per GMFS with the Fed seemingly getting more dubbish and lower expectation for higher rates at this point? Do you see refis potentially coming back? Or do you expect more volatility? And if it's the latter, do you see opportunities to add around this segment inorganically?

Yes. Remember the refis are going to be 30% of the total -- 30% down from 70% in 2016. Our business -- historically, GMFS has managed that risk via approach of focus on purchase through homebuilders, direct ads regarding -- radio ads and Internet ads, regarding focus on home purchase. So, I think they're well-positioned to hunker down and there've been some OpEx cuts in the fourth quarter and one ongoing this quarter. So, they've right-sized their operating expense ratio and they continue to see opportunities to buy teams rather than buy companies. The bolt-ons, the local markets, some of the top loan officers believe let's say another -- the lender that's most focused on refi, but they were a top producer with a focus on the purchase market. So, the short version is I think they're not -- we're not looking to do any large acquisition. We're looking to buying teams and do maybe some market expansion like taxes, et cetera. But we expect them to have -- given the fact that they're -- they have a $7.5 billion MSR portfolio and it provides a very -- in relation to their production which is about Rick $2 billion a year, it's a very good balanced business with about 50% purchase. So, longer the way of saying I think they'll continue to do their job as they have for over a decade and plug out a low double-digit ROE with a lot less volatility than a lot of their competitors that are more refi-focused.

Okay. Appreciate the comments there. And then my final question just around Owens. Have they made any progress divesting of assets over the past several months? And do you still anticipate the REO portfolio largely being divested over the next one and a half to two years upon the merger closing?

Yes to both. They have disposed of a handful of properties relatively smaller ones. They do have one very large property, the ski resort out in Tahoe and they sold a couple of condo units there, but there are other larger projects there as well. We do anticipate that they will all be disposed over within the next 18 months. And the small properties will go fairly steadily we think over that period and then the larger property will obviously be chunkier.

Got it. Okay. Thanks for taking my questions.

Yes.

Thank you. Our next question comes from the line of Scott Valentin with Compass Point. Please proceed with your question.

Good morning everyone. Thanks for taking my question.

Thank you, Scott.

Rick congratulations on the retirement and appreciate all the time spent over the years working with me. Really enjoyed it. So, best of luck there.

Thank you.

And then just on the -- when you think about leverage and asset growth, obviously, the Owes deal is a key part of that story going forward. On Page 16, your leverage right now I think is 3.7 times on a consolidated basis and then you're at 2.1 on recourse. But I mean is that -- are those levels you're comfortable running and then with Owens coming on board leverage will step down because of the capital? Is that the way to think about it? And that provides capacity to keep growing the balance sheet?

Yes. The leverage will step down immediately. Over time, it will grow back up, closing on these levels as we lever that balance sheet. We're acquiring it on really no leverage at all and we want to lever that back up to get the returns. So I think over time we'll get back up to the -- we're always on the recourse side, try to keep it around 2:1 as a max. On the total leverage, while it will go down immediately after the merger closes, as we do more and more securitizations that will ramp back up as well. So it wouldn't be surprise me over the next one year to a-year-and-a-half, we get back up to these levels as we deploy that capital.

Okay. And then, in terms of the conventional SBC origination that was, again, you mentioned, a lot more transitional versus conventional. Was that a conscious effort on your part? Or that's just where the market led you in terms of pricing?

It's more where -- more where the market is, just the average size of the loans on the transitional business, which is, we almost did twice as much in the fourth quarter of transitional versus conventional and probably something similar to that in the first quarter. The overall size -- you can -- if we're doing an average of $8 million, but sometimes we'll do $10 million, $15 million and $20 million loans, those dollars can be put to more work much more quickly than on an average basis on the conventional side of a couple of million dollars.

Also, market driven as well. We're seeing a lot more transaction volume in the sub-$20 million property value in terms of sponsored buying properties and rehabilitating them. So we're just seeing a lot more market demand as well. Whereas you're seeing -- when you go upstream, you're seeing more of a pullback in transaction volume.

Okay. All right. And then on credit quality on page 12, you guys listed 30-day delinquencies by securitization. The RCMF 2018-FL2, it showed a pretty big 2.1% 30-day delinquency number. I'm just wondering, if there's anything one time in there? Or is it comparable large credits? I know, you mentioned 75% of delinquencies have since paid off or become current. Is that true of that securitization, I guess?

In that loan I have to look back. Let me just see if I have it here, real quick here. I don't have it in front of me. Let me take a look and I can come back to you.

Thank you. Our next question comes from the line of Christopher Nolan with Ladenburg Thalmann. Please proceed with your question.

Rick congratulations. Wish you well. And Andrew welcome.

Thank you.

Thanks, Chris.

On Owens, is the expectation for 1% EPS accretion in 2019 still holds?

I think what we said is the dilution would be less than 1% and it would be accretive over the -- subsequent fourth quarters it will be accretive. I don't know that we specified the accretion. So I...

Okay. That was on book value, as I recall. I was just asking about EPS, actually. Okay, great. And then, so the origination -- excuse me, the pipeline for the SBCs this quarter or in the fourth quarter seems to be materially higher than it was in the third quarter. Are we just -- are you seeing that sort of translate to deals so far in the year? Because I know you commented on this earlier. I just wasn't quite sure if I caught it.

We're definitely seeing on the fixed rate side the pipeline has picked up and we've seen this in the past, where when Freddie falls up a little bit, the conventional product becomes a little bit more competitive in terms of rates, as Freddie's rates go up a little bit. So we are seeing a pick up on the fixed rate side and. And the bridge, because of the larger loan size, the bridge pipeline kind of fluctuates up and down, because a couple of loans can really move those numbers pretty significantly. So, yes, we are seeing that and we anticipate that for our forward originations. Again, the Freddie is off a little bit on the pipeline and the loan closings. The impact of that, just so everybody's clear, is Freddie, because it's more of a gain on sale business that has an immediate impact to the bottom line results, whereas the other businesses which have picked up, they will have an impact on the longer-term results, because they're building into our portfolio, very accretive yields and spreads. But on day one, we don't see the P&L pick up that we might see on Freddie.

Great. Final question, your asset sensitivity seems to have increased quarter-over-quarter. Is that transitory?

Yeah. That's due to the securitization that we're building up inventory fixed-rate inventory as of December 31. It got cleared out in January, so that number goes way down. It goes down around 10% post securitization – always we do to fixed-rate loans, but immediate impact because of the big reduction.

Great. Thanks for taking my questions.

Sure.

Thank you. Our next question comes from the line of Crispin Love with Sandler O'Neill. Please proceed with your question.

Good morning. Thank you for taking my questions. The loan acquisitions looked a little bit light during the quarter something that was about $9 million. Could you tell us a little bit, what drove those lower loan acquisitions during the quarter and then kind of what you're seeing in the first quarter? Rick, I heard your comments earlier about you expecting to be higher. But I'm wondering, it should be more in line with the previous quarter's loan acquisitions number?

I think it's going to come in around somewhere between – it will be around $60 million. It might be plus or minus $10 million one way or the other. We have a couple of deals in the pipeline that may or may not close by the end of the quarter. So it's not $140 million that we did a couple of quarters ago, but it's more in line with the historic average. Fourth quarter was low really just due to the timing on a couple of deals and our originations were pretty strong. We always – depends where our liquidity is and where the originations are. We can dedicate excess capital to the acquisitions. We always deploy our – allocate our capital first to originations and then to the extent we have excess liquidity we can really turn the dial up or down on the acquisitions. We always have a pipeline of those and we're always able to pull the trigger on those, if we have capital. So it really just depends on where we are in the situation liquidity-wise.

Okay. And then just one on the SBA gain on sale margin. I thought, it came in at about 9.1% in the fourth quarter. How's that comparing to what you're seeing in the first quarter right now?

It's actually rebounded a little bit, kind of in the mid 9% so far at 9.5%. And historically, that's been around 11%. So we're hoping it will stabilize around 9.5% to 10%. Just to remind you or others, any premiums over 10% need to be split 50-50 with the SBA. So it's not a – to the extent it goes over 10% it's not $1 for $1 impact to us. It's 50% of that. So the impact is not as dramatic as you might otherwise think. And also the mix of our loans, we found a new group of originators out on the West Coast. They do a little bit slightly different product and that there might be a little bit lower interest rate loans given the type of assets they lend against and those had a little bit of a different lower premium, just given where the coupon is. So on a weighted average back to bring down the – our premiums on a given quarter, but the premiums out on the market have rebounded a bit from where they were.

Okay. Great. Thank you for taking my questions and congratulations on your retirement Rick.

Thank you.

Thank you [Operator Instructions] Our next question comes from the line Raj Patel with FCM.

Thanks, Rick. I'd like to add my congratulations as well. Thanks for the effort over the last number of years. Really appreciate it.

Thank you, Raj.

My question I think is a bit of a tack-on to the Owens' question. So you've talked about the Tahoe resort being left. What – if you can just update us on what the rest of the portfolio that you expect to acquire at the end of the month looks like? And is it earning? Or is it in the liquidity securities? Just – what does that look like? And how quickly can you ramp that up on at least on an ROE basis?

They had about 60 loans for about $100 million, a little over $100 million all relatively short duration. I think the average maturity date is around nine months. Now sometimes they get extended, but relatively short – and a fair amount of loans have paid off even since we announced the acquisition. So we think that will continue. So, for the most part those loans will repay over the next 12 months or so. And then again, some will get extended, but the vast majority should pay off and those are unlevered at the moment. We are going to put them on warehouse line immediately to get some leverage then we deploy that capital. And then on the assets, it's really -- other than the large asset in Tahoe, it's a bunch of -- not a bunch, but maybe a dozen or so smaller properties. ORM puts out a report. It's a little dated and I think the last one they did was maybe in September. The details -- all of their REO and they have disposed a few of those properties since, but they're really pretty much one-off transactions, but that should get disposed here over the normal course of business year over the next year.

If you get your hands on the book and quickly lever up the $100 million and that search falling off naturally anyway from the last question will we see some SBC acquisitions? That stepped up since that seems to be something you can do at any time, get that money to work faster?

Yes. Absent a dramatic upswing in the pipeline, the pipeline's strong, but absent some really large bridge loans coming in that'll be to plan to deploy acquisitions.

That could be the trick. That manager is part of their budget for 2019 have specifically been directed to focus on working with -- et cetera to source in bank M&A context some of these acquisition opportunities. We haven't been doing that as aggressively in the prior two years given the focus on originations. So, we hope to ramp that up and deploy that and get the NIM accretion from the ORM addition to book capital in a relatively short period.

Okay. And then my last question. I think Tom you mentioned London or Europe. I'm a little rusty on the REIT rules, how did that impact the structure and taxes et cetera? Not TRS stuff?

No, this will just be acquiring portfolios outside of the TRS and I'll defer to Rick, but there's no specific European--

It's -- we're at there, it’s the same rules as long as they're backed by real estate, there's no provision against loan lending.

Great. Thank you very much. Again, Rick, good luck to you.

Thanks very much.

Thank you. We have reached the end of our question-and-answer session. I'd like to turn the call back over to Mr. Capasse for any closing remarks.

Just before I run out of time, I want to answer the previous question on the delinquency on the floating deal. There was one loan that went into a 30-day delinquency. It's a property Northern California where the project -- it was a rehab project that is still a little bit behind schedule and getting the approvals because it's a historical building. We don't anticipate any loss because LTV of around 70% on our loans, so with the collateral and as is value. So, we think we're money good on that loan, but it is less 30-day delinquent as of December 31. Tom, turn it over to you.

Yes. First I'd like to congratulate Rick Herbst for his contribution to the company and welcome Andrew who I've worked with for almost a decade. We think he -- Rick has left us in a strong financial position and with the ORM merger, we believe it was a smart way to raise non-dilutive capital. And we look to deploy that and improve our -- maintain our target returns. So, with that I appreciate everybody's time and look forward to the next call.

Thank you. This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation and have a wonderful day.