AG Mortgage Investment Trust, Inc.

Please stand by. Your program is about to begin. Good day and thank you for standing by. Welcome to the AG Mortgage Investment Trust Incorporated fourth quarter 2023 and full year earnings conference call. At this time, all participants are in a listen only mode. After management's remarks, there will be a question and answer session. In order to ask a question during the session, please press the star key followed by the number one on your telephone. Please be advised that today's conference is being recorded. If you require any further assistance, please press star, then zero. I'd now like to turn the call over to Jenny Nestlen, General Counsel for the company. Please go ahead.

Thank you. Good morning, everyone, and welcome to the full year and fourth quarter 2023 earnings call for AG Mortgage Investment Trust. With me on the call today are T.J. Durkin, our CEO and President, Nick Smith, our Chief Investment Officer, and Anthony Rossiello, our Chief Financial Officer. Before we begin, please note that the information discussed in today's call may contain forward-looking statements. Any forward-looking statements made during today's call are subject to certain risks and uncertainties, which are outlined in our SEC filings, including under the headings Cautionary Statement Regarding Forward-Looking Statements, Risk Factors, and Management Discussion and Analysis. The company's actual results may differ materially from these statements. We encourage you to read the disclosure regarding forward-looking statements contained in our SEC filings including our most recently filed Form 10-K for the year ended December 31, 2022, our quarterly report on Form 10-Q for the quarter ended June 30, 2023, and our subsequent reports filed from time to time with the SEC. Except as required by law, we are not obligated and do not intend to update or to review or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. During the call today, we will refer to certain non-GAAP financial measures. Please refer to our SEC filings for reconciliations to the most comparable GAAP measures. We will also reference the earnings presentation that was posted to our website this morning. To review the slide presentation, turn to our website, www.agmit.com, and click on the link for the Q4 2023 earnings presentation on the homepage. Again, welcome to the call and thank you for joining us today. With that, I'd like to turn the call over to TJ.

Thank you, Jenny. I'm very excited to be able to finally discuss with the market the successful acquisition of WMC this past December and the future prospects for MIT going forward. While we believe the WMC acquisition is another substantial step in further positioning MIT as a premier beer play residential mortgage rate, We all know there is still plenty of work to do as we continue to deliver on strong earnings off the investment portfolio while seeking ways to continue enhancing scale and G&A efficiencies. Now, turning to page five, before we review the fourth quarter and full year 2023 financials, we thought we'd take a step back to review the scope of the transformation that's already occurred since year end 2020 when we first set out to shift to a pure play residential mortgage rate. You can see here the equity allocation over time as we successfully exited non-core asset classes without any drag to earnings, and while demonstrating the ability to scale into the deploying capital within our target asset class by acquiring over $7.3 billion of strong credit quality residential mortgage loans during this timeframe, with over one-third of them being sourced from our captive mortgage originator, ARK Homes. We actively and prudently executed our securitization strategy, having issued 16 deals into the market, further bolstering our GCAT shelf's recognition for both consistency and credit quality, which our institutional bondholders value. The disciplined approach to risk management via securitization and de-risking of recourse leverage has not only lowered our economic risk during this timeframe, but also reallocated a significant portion of our equity to higher yield and securitized assets, which is what we set out to do. Building on this successful track record, we will employ the same strategy to the newly onboarded WMC portfolio, and we have already begun that process, which we will get into in more detail. Moving to page six, we provide a quick recap of the WMC acquisition, with the highlights being an almost 50% increase in mid-market cap, which should add to our share's trading volume and liquidity. We'd also like to highlight the strong support from our external manager, TPG Angelo Gordon, through three key metrics. Cash contribution of $5.7 million from our manager to WMC shareholders to help secure the deal, resulting in $1.3 million in future reimbursable expense offsets. And lastly, an additional $2.4 million in management fee waivers beginning in the fourth quarter of 2023. The transaction creates significant long-term annual expense savings to the tune of $527 million per annum, and we believe this deal will be accretive to 2024 earnings. Moving to page seven, we provide a walkthrough on book value to show the effects of the WMC transactions. If MIT were to have remained a standalone company, we would have seen book value actually improve during the year from $11.39 to $11.51, as you can see on the left side of the page. On the right side of the page, we break out the various components of the WMC transaction which affect book value. You may recall the transaction was structured based on a fixed exchange ratio using June 30th valuations. As we close the books for year-end, we did see some valuation deltas on certain WMC assets since the June 30th fixed exchange ratio date and our closing December 31st marks of approximately $0.44. Transaction expenses, which made up the majority of the impact, approximated $0.39 on the WMC side, which includes their manager termination payment, and $0.20 of transaction expenses from the MIT side. The remaining $0.02 decline represents net losses contributed by WMC from the acquisition date through year-end offset by the incremental dividend declared associated with the shares issued to acquire WMC, resulting in our final 2023 book value of $10.46 per share. On page 8, we'll move away from the transaction to address mid-fiscal year performance. As previously stated, we ended the year with a book value of $10.46 and an adjusted book value of $10.20 per share. We have over $528 million of total equity and $112 million of liquidity, resulting in an economic leverage of 1.5 terms. Since year end, our liquidity increased as a result of our inaugural bond issuance, which I'll touch on later, and our economic leverage ratio has declined as we executed a securitization in January, further reducing our warehouse exposure. On page nine, when looking back at MIPS activities across 2023, we have consistently executed on our stated business plan by acquiring 1.2 billion of loans, not including the portfolio acquired from WMC, and in turn, securitizing $1 billion of loans during 2023 across three distinct securizations. Throughout the year, we generated 53 million of net interest income, which drove our 39 cents of EAD per share for the year. We believe it's also worth noting that all one-time transaction expenses are now behind us as we head into 2024. And when thinking about the current dividend run rate, we will now have the full benefits of the G&A scale we achieved via the acquisition for the upcoming year. Moving to page 10 during the quarter, MIT closed the WMC acquisition, effectively raising $81 million of equity for the combined entity. It generated 17 cents of EAD and paid its 18-cent dividend. We are reporting gap net income of $1.35 per share this quarter, which includes a one-time $30 million bargain purchase price gain. While we closed WMC late in the quarter, we have already been successful in taking action. We took advantage of strong credit markets in December and opportunistically sold $20 million of non-agency bonds acquired via WMC at gains and also had one $12.3 million CRE loan pay off at par subsequent to the close, generating over $32 million of cash proceeds in total. Additionally, in subsequent quarter end, we were able to execute a capital raise of BBB-rated unsecured notes or baby bonds in January, raising almost $35 million of gross proceeds. And further, we're able to use a portion of this capital in repurchasing over $7 million of the legacy WMC converts at a slight discount in the open market. We believe these actions put us well ahead of schedule in addressing September 15th maturity for the WMC convertible notes we assumed. And lastly, we see January book value up approximately 2% to 3% from year end. Before I pass it to Nick, I want to reiterate the mid team is very proud of what we accomplished during 2023 and year to date so far. and we believe we are taking all the right steps to making MIT a more scaled and profitable investment vehicle for shareholders to access the residential mortgage ecosystem. We have fully acknowledged the work is not done, but we have demonstrated we have the right strategy, skills, and resources to achieve our goals. We will continue to build on this momentum to create a long-term, more profitable MIT going forward. I'll now turn it over to Nick to discuss our investment activities and our home in more detail.

Thanks, TJ. As outlined earlier in the presentation, the simplification of the balance sheet through the redeployment of capital into securitized residential whole loans continued throughout the year. The securitized loan portfolio grew by over $1.7 billion, or approximately 45% this past year. The performance of the portfolio is benefited by the housing sector's continued strong performance, surpassing most market participation's expectations despite multi-decade highs in mortgage rates. Delinquency rates remain low and are trending below the original underwrite and are broadly outperforming peers based upon age-adjusted comparables. As you are all aware, the fourth quarter exhibited the same sort of volatility the fixed-income markets have grown accustomed to since the Federal Reserve began its tightening campaign over two years ago. While risks remain, the narrative changed considerably from the beginning of the fourth quarter. The markets are now hopeful again the Fed will be able to manufacture the soft landing many expected at the onset of 2023, but had lost hope as the year progressed. This shift in narrative has been good for risk assets broadly and should be supportive of continued strength and fundamental performance of the securitized residential whole loan portfolio. Mid-proprietary origination channel, ARCOM, is well-positioned to manage through the current origination landscape given its ample liquidity and strong balance sheet. While we have likely seen the lows in the origination market, the first quarter is expected to be slow prior to moving into the spring and summer buying season. The MBA is projecting origination volumes to increase over 20% from last year's cyclical low, and the street is looking for non-ANC originations to nearly double year over year. These market dynamics, combined with ARCOM's newly appointed executive leadership's focus on profitability, prudent expansion, product development, and operational leverage make us optimistic in the future. The investment portfolio continues to generate attractive ROEs in the mid to high teens with modest economic leverage. There also remains significant liquidity that can be deployed into the core strategies along with equity that can be opportunistically rotated as the portfolio's fundamental performance continues along the current path. In addition to organic recycling of capital, a significant portion of the non-core WMC commercial real estate exposure we expect to pay off at par over the next few years. Now I'd like to turn the call over to Anthony.

Thank you, Nick, and good morning. In December, we closed the WMC acquisition, helping to grow MIT's investment portfolio and equity base while improving the scale for the company. The acquisition was accounted for as a business combination, and in accordance with this accounting treatment, we recognized a bargain purchase gain of approximately $30 million during the quarter. This represents the excess of WMC's $81 million of equity acquired over the fair value of mid-common stock issued to WMC shareholders at closing of $51 million. As a reminder, we issued approximately 9.2 million shares of common stock, increasing our market cap by approximately 46%. Overall, we recorded GAAP net income available to common shareholders of $35.4 million, or $1.68 per share for the full year, and $30.8 million, or $1.35 per share for the quarter. During the quarter, in addition to the bargain purchase gain I mentioned, other notable items included an increase in net interest income, including swaps, of $1.1 million, or approximately 7%, driven by one month of earnings from the acquired WMC portfolio, along with lower operating expenses quarter over quarter, driven by certain expense reductions provided by our manager in connection with the WMC transaction. Realized and unrealized P&L was relatively neutral this quarter, as gains on our investment portfolio were offset by losses on our securitized debt and hedge portfolio, while our home experienced unrealized mark-to-market losses on its MSR portfolio driven by the rate decline towards the end of the quarter. The company recorded book value of $10.46 per share and adjusted book value of $10.20 per share. Although adjusted book value declined by 7.2%, approximately 4% of the decline related to transaction expenses incurred by WMC prior to the acquisition which impacts MIT's book value upon combining the two companies, coupled with the final $1.2 million of MIT's merger-related transaction expenses recorded in the fourth quarter, which we highlighted on our last call. The remaining book value decline was driven by unrealized mark-to-market losses on certain assets acquired from WMC since the acquisition announcement in June as well as the mark-to-market losses on Archon's MSR portfolio previously noted. We generated earnings available for distribution, or EAD, of 17 cents per share for the fourth quarter. Net interest income, inclusive of interest earned on our hedge portfolio, was 70 cents per share, which exceeded our operating expenses and preferred dividends of 50 cents, generating earnings of 20 cents per share. This was offset by a loss of $0.03 contributed from our column. In connection with the WMC acquisition, our manager agreed to waive $2.4 million of management fees beginning in the fourth quarter, as well as $1.3 million of reimbursable expenses over time. EAD during the fourth quarter incorporates $600,000 of the management fee waiver and $220,000 of the expense reimbursement waiver, or in aggregate, $0.035 per share. This leaves us with an aggregate $2.9 million of management fee and expense reimbursement reductions to come through in 2024. It's also notable that EAD during the fourth quarter only includes one month of earnings from the acquired WMC portfolio. Our investment portfolio increased by $1.2 billion, or 26% quarter-over-quarter, to $5.9 billion, driven by the WMC acquisition and loan purchases of approximately $280 million. Eighty-five percent of our financing is currently funded through securitization at a weighted average cost of 4.9 percent, and our economic leverage ratio at quarter end was 1.5 turns, which includes the convertible notes assumed from WMC. In January, we executed a securitization further reducing our economic leverage to 1.2 turns. We ended the quarter with total liquidity of $112 million, which has since increased and currently approximately to $140 million. Our increase in liquidity was driven by the recent issuance of our unsecured notes for estimated net proceeds of $32.8 million, offset by $7.1 million of convertible notes for purchases. This concludes our prepared remarks. We now like to open the call for questions. Operator?

Thank you. At this time, if you would like to ask a question, please press the star and 1 on your touch tone phone. You may remove yourself from the queue at any time by pressing star 2. Once again, that is star and 1 to ask a question. We will pause for a moment to allow questions to queue. And we'll take our first question from Trevor Cranston with J&P Securities. Your line is open.

Hey, thanks. Good morning. Congrats on getting the WMC deal finished. I guess related to that, I mean, you guys have made a lot of effort to transition your capital base to the pure play residential strategy. I guess in that context, can you talk about how you're thinking about the legacy CRE portfolio of WMC? and the returns of holding onto that versus potentially selling and redeploying into their residential assets. Thanks.

Hi, Charles. Thank you. I think we've broken it down on page 14 of the DAC. I think the simplest way to think about it is you've got some serial loans where, as Nick mentioned, I think we look at them as fairly short duration. probably thinking about that more to a hold to maturity concept, given, you know, bid-ask in the series space right now. And we feel kind of confident about the outcomes there. And I think as you think about the CNBS space, we'll probably be, you know, in the market more observing sort of, you know, where execution could be. And so we'll pay attention, you know, closer on that part of the portfolio. But, I mean, this is something we, you know, we've done before, you know, And across the businesses, you know, more broadly, we're active in the CMBS space and other parts of the structured credit business here. So it's a market we're very comfortable with. We're in it on a day-to-day basis. And, you know, we'll opportunistically look to exit to rotate that capital if the market cooperates.

Yeah, okay. And on the residency side, you guys noted that you opportunistically sold – a little bit of the RMBS portfolio. Is there anything additional you guys are sort of looking to, you know, sell if the market is fairly strong or are you reasonably comfortable with? Yeah.

They had, they had some kind of, um, we, I would say disparate like asset classes that, you know, we'll definitely look to rotate that capital into, um, as, as we're just in the markets. Um, So, you know, the goal is to, over time, prudently rotate really all of that equity into, you know, effectively what we've been focused on for the last few years, which would be acquiring residential whole loans and executing the securitization strategy. So, you know, we're not going to force it, but we will look to rotate it.

Got it. Okay. Appreciate the comments. Thank you.

And we'll take our next question from Matthew Erdner with Jones Trading. Your line is open.

Hey, guys. Good morning. Thanks for taking the question. You mentioned the $5 to $7 million savings and cost synergies on expenses. Where are you guys expecting to see the most improvement from that $5 to $7 million?

Yeah, and it really comes from just sort of the redundant costs needed to just run a public company, accounting fees, compensation that was typically being recorded on WMC's books, external professional fees that were recorded. So it's really just general operating expenses that we see the savings in that we would not need to duplicate in our company.

Gotcha. That's helpful. And then origination volume, non-agency, you mentioned it's going to be up probably 50% year over year, at least that's the forecast. You know, how do you think ARK is positioned for this? And then when do you see ARK kind of turning to profitability? Is it an X amount of originations that need to be done? Can you just kind of walk through that? Yeah, look, we stay close to the ever-changing dynamics in the resi market. You know, part of that lift has to do with sort of, you know, having reached lows in the mortgage market and, you know, part of the other lift or increase in volumes is expectation of growth in the sector for, you know, varying different reasons. You know, we have, you know, emphasize certain parts of the sourcing channel at Arc Home, which we're already starting to see gains in, which we think pulls forward the profitability. The expectation is for Arc Home to be profitable this year. That's helpful. Thanks. And then did you guys provide book value quarter to date?

Yeah. Through January, we saw book value up 2% to 3%.

Thanks. Thanks for taking the questions.

And we'll take our next question from Doug Harder with UBS. Your line is open.

Thanks. Can you talk a little bit about how you're thinking about the payback period from the short-term dilution on the WMC acquisition You know, and just how we should think about, you know, about the positives to come from that short-term dilution?

Yeah, I mean, I think we walk you through that dilution in detail on page seven. And then I think it's in the one and a half to two and a half, you know, one and a half to two-year type timeframe. Okay.

Okay. Thank you. And then with the new baby bond issuance, how much of your capital structure do you think that could be going forward? Would you expect to kind of be a regular issuer there? Just more thoughts about that market.

Yeah, I mean, I think we were happy with the execution there. I think, like I mentioned, we're we're probably ahead of schedule in our own minds of sort of, you know, addressing the September maturity. So if that market, you know, is open, I think we would definitely utilize that further in addressing that, you know, convert maturity. So I think the window is open and then they close. And so I think, you know, now that we're sort of in business there, I think we can access that more efficiently going forward.

Great, thank you.

And we'll take our next question from Bez George with KBW. Your line is open.

Yeah, good morning. Just speaking to the capital structure, in terms of the Series C preferred that, you know, goes to floating in September, what are the thoughts there to just keep that as part of the capital structure as that happens?

Well, you know, unlike the convert, I mean, we're not forced to, you know, do anything in terms of maturity loss to reset to floating rate and, you know, where spots over is today, it would be a move higher. So I think, you know, we're clearly kind of actively monitoring the capital markets based on what we did in January with the Babymon deal. If there is a more creative way to address that, you know, we're constantly in touch with the market to address it. But, you know, it's very different than that, you know, hard maturity that we are starting to address in September. So, you know, we sort of have that on the to-do list, but it'll be obviously market dependent on where the ability to refinance that would be.

Yeah, that makes sense. Thanks. And then, Richie, can you remind us just how much of the cash

um you have at your end is kind of deployable like how much is sort of the minimum amount that you you know you need to keep and how much you deploy or could deploy yeah i mean i think from from like a risk reserve perspective we probably want to keep um 75 to 85 million um depending on our leverage um you know whether we're in between deals or uh you know how big our sort of loan balance on warehouses, right? So it'll go kind of according up and down depending where we are in that securitization pacing, but that's probably a rough range of cash that we'd want to keep around at times. So we have excess liquidity.

Okay, great. Thanks.

And once again, if you'd like to ask a question, please press star 1. We'll take our next question from Eric Hagan with BTIG. Your line is open.

Hey, thanks. Good morning. One follow-up on the new originations in the non-QM. I mean, are all of the loans that are coming into the portfolio originated by Arc Home, or do you see opportunities to buy loans from banks, other brokers, just anywhere across the street? Are you guys sourcing those loans? Thank you.

Thanks for the question, Eric. Yes, I alluded to the previous answer for Matt. You know, we've sort of repositioned how we're acquiring some loans given some changing dynamics. You know, we're finding more and more large originators willing to make this product rather than broker it out. And to the extent that's the case, we're expanding the delegated or B2B channel through ARC Home. So even though ARC Home will be purchasing these loans and be the intermediary on them, they won't necessarily be funding the borrower. So we see that as an area of growth. With regard to the banking pressure in the regional space, obviously that's a well-telegraphed narrative. Obviously, with Wells Fargo's exit a good amount of time ago and Chase issuing the first deals post-GFC, from the portfolio side, there's obviously flows to be found. I think it speaks more to the returns that exist in that prime jumbo space where banks tend to traffic more. At the moment, we don't see that as particularly attractive, but are paying very close attention to it. Our expectation is, and what we're seeing from most of the securitization market today, despite the broader narrative of regional banks selling, most of the originations hitting the securitization market, and by most, The very, very large portion is actually from non-bank originators, which sort of flies in the face of this narrative. Not saying that that won't change, but we're paying close attention to it. And if it does change, we'd like to think we'd be in a place to be able to opportunistically take advantage of that dislocation.

That's really helpful. Just one on the credit and the portfolio, just in general. You guys have been pretty active in non-QM and the investor property space. Any thoughts there on the credit performance going forward? Is there a way to sensitize how sensitive some of the credit could be relative to the agency space, for example?

Yeah, certainly. So, obviously, we traffic in slightly more credit-sensitive space. That being said, even in my prepared remarks, we talk about these strong housing fundamentals. The mark-to-market LTV or HPI-adjusted LTV of the book is very, very low. And the performance, as I stated in the prepared remarks, is very, very low. the delinquency trends are still below our original underwrite. So, you know, there has been a modest uptick, but that modest uptick is still well below our underwrite. And, you know, also in the prepared remarks, you know, versus the broader non-ANC market, our originations, the credits we've securitized have been outperforming comparables.

Yep. Thank you guys so much.

I think it's also worth noting there that, you know, unlike the broader market, you know, on average, we probably don't make 25% to 35% of the loans in sort of the average, you know, issuer shelf out there, with some issuers being as much as 50%, you know, 50% we wouldn't make. So we have a tighter credit box. We've stayed true to, you know, what we've said over the years and expect to do so going forward.

Yep. Thanks for the a complete response. Thank you.

And it appears that we have no further questions at this time. I will now turn the program back over to our presenters for any additional or closing remarks.

Thank you to everyone for joining us and for your questions. We very much appreciate it. Look forward to speaking to you again next quarter.

That concludes today's teleconference. Thank you for your participation. You may now disconnect and have a wonderful day.