Rithm Capital Corp (RITM) 2023 Q2 法說會逐字稿

Good day, and welcome to the Rithm Capital Second Quarter 2023 Earnings Conference Call. (Operator Instructions) Please note this event is being recorded.

I would now like to turn the conference over to Emma Bolla, Associate General Counsel. Please go ahead.

Thank you, and good morning, everyone. I would like to thank you for joining us today for Rithm Capital's Second Quarter 2023 Earnings Call. Joining me today are Michael Nierenberg, Chairman, CEO and President of Rithm Capital; and Nick Santoro, Chief Financial Officer of Rithm Capital.

Throughout the call, we are going to reference the earnings supplement that was posted this morning to the Rithm Capital website, www.rithmcap.com. If you've not already done so, I'd encourage you to download the presentation now.

I would like to point out that certain statements made today will be forward-looking statements. These statements, by their nature, are uncertain and may differ materially from actual results. I encourage you to review the disclaimers in our press release and earnings supplement regarding forward-looking statements and to review the risk factors contained in our annual and quarterly reports filed with the SEC. In addition, we will be discussing some non-GAAP financial measures during today's call. Reconciliations of these measures to the most directly comparable GAAP measures can be found in our earnings supplement.

And with that, I will turn the call over to Michael.

Thanks, Emma. Good morning, everyone, and thanks for joining us. As some of you heard last week, we pre-released earnings in conjunction with the announcement we were acquiring Sculptor. These are really exciting times for us, our shareholders and our LPs. Our strategic measured growth in business lines where we try to create an edge is something we are very proud of. Since inception in 2013 when the company was formed by Fortress, to take advantage of price dislocations created by higher capital requirements at the banks, we have executed on that plan. And along the way, we grew and acquired a number of operating companies in the financial services space.

Our mission is to continue to do the very same thing we've done for the past 10 years, drive value for shareholders and LPs with teens type returns. If you think about where we are in the cycle, interest rates are at some of the highest levels we've seen in 20-plus years. Capital requirements in the banking system are headed higher. We are in a period of time where unlevered returns on most of the assets we invest in are between 8% and 12% on an unlevered basis.

This period of time from an investment perspective is some of the best environments we have seen in years. The time is now. While we are a mortgage REIT, I'd like to think of us as an asset manager operating as a REIT. Yes, we do invest in all types of assets, both good REIT assets and non-good REIT assets, such as consumer loans and operating companies. On to the Sculptor acquisition. This should be a great one for everyone. Rithm shareholders, Sculptor LPs and all of our employees at both respective firms, it is truly transformational for all of us. The acquisition adds excellent investment expertise and broadens our overall mandate as we continue to produce results, drive higher AUM and create more value for shareholders and LPs.

The combined platform is powerful. We have a very strong capital base of $7-plus billion in equity. We have a global investment business, and we have a $30-plus billion balance sheet. I'll now refer to the deck, which has been posted online. The theme of this call from my perspective and our perspective is to talk a little bit about Rithm, who Rithm is. So I'm going to open with Page 3. We changed our slides a little bit just to talk again about Rithm and how the company has grown.

Over the past 10 years, Rithm has become a real leader in the real estate and financial services sector. The company, which was launched in 2013 under the Fortress Investment Group was again set up to capitalize investment opportunities in real estate and in the financial services space. What was once solely a manager of mortgage servicing rights when the company was formed in 2013, Rithm has grown into a platform with a diverse and opportunistic portfolio that includes operating companies and a large investment portfolio.

The company, which was started in 2013 with $1 billion of equity has grown to over $7 billion of equity. Along the way, we've distributed $4.7 billion of dividends to shareholders, and we currently manage a $34 billion balance sheet. Our recent activity during the quarter and subsequent to quarter end, has really accelerated our mission to become a leading global asset manager. As we look back in time, in June, while at Fortress, the management contract was internalized and that goes back to June of '22.

In Q4 of '22, Rithm launched its private capital business. In June of '23, we acquired $1.4 billion of consumer loans from Goldman Sachs. During the quarter in June as well, we acquired 371 units in our single-family rental space business called the Adoor from Lennar. In July, we announced the acquisition of Sculptor Asset Management, which is a $34 billion asset manager. We also agreed to acquire 200 units of newly built townhomes from a company called Dream Finders with equity capital from Rithm and debt provided by Genesis Capital.

We continue to execute on our strategic plan, and we're well positioned for new stages of growth. The Rithm team here has worked together through many economic cycles. That includes the great financial crisis that includes the period of COVID, and we go back to the late '80s and early '90s, some of us. The Sculptor $34 billion asset manager complements Rithm $7 billion of permanent capital as well as our $30-plus billion balance sheet. As we look forward, deal flow is significant. The investment opportunities we're seeing are very, very attractive. And we think that's going to continue to help us grow earnings and add value for, again, shareholders and LPs.

Now on to the quarter. GAAP net income, $357 million or $0.74 per diluted share. Earnings available for distribution, $297 million or $0.62 per diluted share. In that number, there's a $0.20 gain related to the sale of excess MSRs during the quarter. Our dividend $0.25, which reflects a 10.7% dividend yield as of June. Our cash and liquidity at quarter end, $1.8 billion, total equity $7.1 billion.

Page 5, the evolution of Rithm. I'm not going to take you through all of these. But again, the company was started at Fortress to acquire assets that we thought were very attractive as a result of higher capital rules and Basel III capital rules, which were implemented on the banks. As you look from 2013 all the way out to 2023, the growth has been strategic, the companies and assets we've acquired along the way have been all core to our mission, which is in the financial services space and the addition of Sculptor now is something that really bolts us into hopefully becoming a leader -- more of a leader in the old space and growing not only the AUM, but again staying very focused on the same things which got us here, which are results for our LPs and shareholders.

Rithm's experience across all asset classes, if you have a look at Page 6. We just talked on this page, the asset classes that we currently have on balance sheet to things that we do and the things that we're going to continue to do as we go forward. So those include residential mortgage loans single-family rental business, which is called the Adoor, which now has over 4,000 units. Our business Purpose Loan business, which is Genesis Capital as our Mortgage Servicing Rights portfolio, which continues to perform extremely well. We're currently in and around $600 billion there, and that's obviously helped us grow book value quarter after quarter as interest rates continue to rise. On the Commercial Real Estate space, we have an investment -- co-investment with GreenBarn. Obviously, we're doing some stuff with Genesis Capital. And one thing I want to point out, we have no legacy office in any one of our either operating companies or investment portfolios with others.

On the Consumer Loans side, I announced we bought $1.4 billion of loans from Marcus from Goldman Sachs, which is under the Marcus brand if you go back to our experience in that business, while at Fortress was in 2013, we acquired $3.8 billion of loans from SpringCastle or from -- I'm sorry, HSBC, and that was really the growth, which helped propelled SpringCastle to grow into what is now known as OneMain Financial under the Fortress umbrella.

In 2017 or '18, I think it was, we acquired Prosper, we acquired 35% of Prosper for Penny warrants and we did that in consortium with Soros, Third Point in Jefferies. And then around the Our Securitized Lending and Structured Products business, obviously, we have a balance sheet, and we do a ton of work in the securitization markets.

Page 7, I think, is a very important one. There's a lot of talk, obviously, in the industry about bank regulations, higher capital needs. The one thing I would say about this, typically, what this does -- and again, I'm going to refer back to 2013, so I'm trying to put some history in here. This creates opportunities for asset managers to acquire assets at very, very attractive levels. We think we're in that period of time with SOFR or Fed funds in the mid-5s now, if you think about anything SOFR plus something, you're going to get again to that 8% to 12% unlevered return spectrum.

On the Sculptor deal on Page 8 again, just repeating a little bit of -- from last week, alternative asset manager, $34 billion of AUM as of July. The transaction was valued at $639 million, $11.15 per share. All cash consideration for scope to the Class A holders, the Class A unitholders are going to receive consideration in accordance with their operating partnerships, again, based on the $11.15 share price. Class A unitholders are expected to be offered the opportunity to elect to receive cash or new units in a Rithm subsidiary.

From a financing perspective, the transaction will be funded with cash and liquidity on our balance sheet.

Sculptor will operate as a separate business unit within Rithm very similar to all of our operating companies. They'll continue to be led by Jimmy Levin and will report to me and our management team here at the Rithm level.

From an earnings perspective, neutral-ish for '24 and accretive in '25 to Rithm, and we expect to close in early -- hopefully, early fourth quarter.

Page 9, the rationale for doing this is kind of more of the same. We've been pretty vocal about our desire to broaden our reach and our scope, not just as a -- away from just being a mortgage REIT, which we don't feel like we want to differentiate ourselves in many respects in the REIT space. So this acquisition really valves us and helps us grow in the alt space. We've spent a lot of time over the course of the past year running around the globe, meeting with different LPs. We're very, very excited about our prospects to continue to grow. Again, not to say AUM, but more to drive higher returns for our LPs and shareholders.

Page 10 is this Rithm 2.0. I think many of you have seen this. Obviously, the difference when you have a look at this slide, the box of operating companies on the lower left side of the page, our investment portfolio and as we think about managing private capital, we're really, really excited about the growth prospects of our organization. I'll take you through quickly on our -- on some of the results from the second quarter, and then we'll open up for some Q&A. On the mortgage company side, total pretax income for the quarter, $327 million. This includes a 19% pretax ROE, and that excludes our MSR mark to market in the quarter. From an origination standpoint, obviously, higher rates, tough origination markets.

Baron and his team have done a great job getting this back to breakeven to slight profitability in that space. The one thing I want to be really clear with everybody, and I've echoed this many, many times, we don't need to originate a unit to originate a unit to do volume. We want to originate units that are 1/4 of our business, where we're doing something that are going to make money for our LPs and shareholders. So whether we do an extra $1 billion in origination in a channel or $1 billion less in the channel, we care about one thing, obviously, servicing our customers and then driving profitability for our shareholders and LPs.

When you look at the Mortgage Company activity and highlights for the quarter, servicing portfolio, again, in and around $600 billion. This includes both excess and full MSRs. We continue to move mortgage servicing rights from some of our subservicers back in-house that goes under the Newrez/Shellpoint brand. There's a couple of portfolios that will continue to move and that continues to go on.

On gain on sale, a little bit lower. But in general, obviously, with volumes coming off a little bit, you should expect that. And again, core thesis for us, we are not taken to originate something that unless it's profitable. As we look at our MSR portfolio, doing terrific, helped us grow book value, a lot of earnings coming into the quarter. I would say there's not a ton to report there. One of the things I would encourage everybody to have a look at when you look at recapture rates or you look at apples -- all the different mortgage companies that report, whether it's us and/or others, look at apples-to-apples. If you have any questions on that, I'd tell you to refer to Nick Santoro, our CFO; or Baron on some of those questions.

MSR portfolio right now, the WACC is 3.8% that includes all of the new stuff we originate average market in and around a 5 multiple, just to give you for context. On the Genesis business, we expect to do in and around $2 billion, I think, this year, performance has been great. We love the asset. Most of these things are SOFR plus anywhere from 500 to 700 with points. We've tightened up our credit box when we think about from an underwriting perspective, and (inaudible) and her team are doing a great job.

Consumer portfolio, I mentioned before, I mentioned the SpringCastle stuff that was under the Fortress umbrella in '13, Prosper in '17 and now the Marcus loans really it's an asset play, term-funded up until there's a 15% cleanup call at the end, we expect returns there to be 15% to 20%.

On the single-family rental space continue to grow. If you recall in prior calls, we had stopped acquiring units until cap rates increase. We're now starting to acquire units whether it be in the build-to-rent space and/or other areas with higher cap rates. We'll continue to grow that business over time. Obviously, you need to have scale in that business, and we continue to work towards doing that. Our stabilized occupancy in that area is 95%. We still see some new rent growth, and we're excited about the prospects with where rates are to continue to grow that business.

Servicer Advances really nothing to speak about. The underlying performance of the consumer continues to be extremely strong, and we'll continue to monitor that. Obviously, we have quite a bit of data there both on the consumer side and on the mortgage side. With that, I'll turn it back to the operator for some questions.

(Operator Instructions) The first question today comes from Eric Hagen with BTIG.

Got a couple of questions here. I mean how do you think the valuations for other mortgage originators and servicers right now is sort of driving your thinking around the value you could pick up in a spin-off of the originator and servicer? And then just from a timing standpoint, at what point do you maybe run into issues with the REIT test from having Sculptor folded in here?

So on the timing of the mortgage company, we announced that we filed a confidential S-1 on that. We continue to work hard with where mortgage companies are trading. I don't know that anybody trades at a significant premium at this point. And quite frankly, they don't. We just think the timing is right now with the scale and what the team has done around the new res brand and obviously, the caliber acquisition and all the other stuff we've done there to bring this company out.

I don't necessarily think that we're going to turn around and just sell down the entire thing. I think it's more to give us flexibility, have a true operating company that's listed similar in ways to what Fortress did with backed in Nationstar and Mr. Cooper. So a similar kind of mindset around that.

As it relates to your second question, which from a good REIT test. Nick sitting next to me, we have a ton of experience around how to navigate things, whether it be in taxable REIT subsidiaries and other ways. Obviously, we have a fairly large agency mortgage book, which helps with the whole pool test. So we don't anticipate any issues. I do think over time, you'll see an evolution of the company in our capital structure. I alluded to that last week. We're not going to the one thing I would tell from an analyst perspective, we're still going to have a mortgage REIT. If you look at some of the best run and larger alternative asset managers, they have REITs, they have a C Corp, they have private funds I think you should think of us in the same light.

Yes. That's helpful. Diving into the portfolio a little bit? I mean, what do you feel like would take servicing valuations higher from here? Like how sensitive do you feel like valuations for MSRs are to an inverted yield curve? Do you feel like there's any upside for servicing fields curve were to steep in from here?

I think on the MSR values, they're fine where they are. You have unlevered yields, I would say, anywhere from 8% to 10%. If you do have a view that at some point down the road, we don't have this view that in this year that the Fed is going to cut rates. When short rates start coming down and you see better financing terms, I think the levered asset yield will be in the teens. While saying that, I don't -- doing this for a long, long time, I don't see a ton of upside in yield in pricing in the MSR asset right now. But it is a very, very stable cash flow. I was watching an interview this morning about somebody talking about where we are and fixed income assets going down in value as rates rise, which is absolutely true. This is the one asset that does go up in value when rates rise. I do think we're getting towards the upper end of a value standpoint.

Keep in mind, new issue MSRs or whatever, a 4 handle, I think, from a value standpoint. So there's room for those to go. Some of the legacy stuff that with the 3% gross WAC that we originated during the days of COVID when rates essentially went to 0, we'll only prepay if you see housing turnover. So I think there's limited upside for us, we're monitoring where rates are, you're going to start to see us put more rate hedges on against that asset as we go forward.

The next question comes from Bose George with KBW.

Had a couple on Sculptor. First, is there any tangible equity coming with the transaction? Or is there a goodwill sort of equivalent to the purchase price?

We expect the tangible equity to be about $300 million to $350 million. There's approximately $200 million to $250 million in goodwill.

Okay. Great. And then to the extent the Marcus deal was done after Sculptor close, is that the kind of asset that could end up there if going forward?

Yes. I think at this time, both organizations are going to be running separate organizations. Obviously, the Sculptor deal is not closed. So Jimmy and that team will continue to lead their business, no different than what we do at the Genesis level or at the mortgage company level. Again, it's a wholly owned operating sub is the way that I view that. Yes, I mean, the possibilities are endless. I mean the one thing I would say is you look at our balance sheet, you look at most alternative asset managers don't have larger balance sheets.

I think KKR does. But there's a lot of work to be done here. If you look at our balance sheet today, on our loan side, we look at our loan book, and I think the -- where that's carried is probably a 15-plus percent return. Why should we not take that, work with our new partners at Sculptor and drop that into a fund. It would reduce our balance sheet, we'd create more -- we create some capital and we create more AUM and then we drive more earnings through our asset management business, which, theoretically, those earnings are going to get valued significantly higher than the way our earnings get valued at the REIT level.

Okay. That makes sense. And then just rates are up a bit since you guys preannounced, just wondering if we could get just an update on book value?

I would assume it's in and around what the same at this point, [12.15% to 12.25%] something in that range. I don't think there's any material move for us right now.

The next question comes from Doug Harter with Credit Suisse.

What is the time frame that you expect to see additional assets kind of come available from the banks from regulatory changes? And do you think you'll be kind of up and running with third-party capital to take advantage of that?

I think the answer is it's -- we're seeing it now, obviously, the Marcus loan Goldman made a decision to get out of that line of business and clearly, with a number of our relationships. We took advantage of that. I would tell you our pipeline of investments, whether it be company investments and/or asset investments that we're working on is pretty significant right now. So it's here, it's now. You look at -- I'm just looking at some news feeds as we're chatting here. The ADP number for -- from an employment standpoint, is well above expectations this morning. You got an employment report tomorrow. So that will likely move rates higher and we're seeing that.

As we go forward and think about capital in the -- from a third-party standpoint, not only on the -- listen, the Sculptor folks have a pretty significant capital formation team. And hopefully, with this transaction, we will be able to -- or the Sculptor team will be able to leverage that and grow AUM. I look at what we've done on the Rithm side and kind of my travels through this year, with some of my other colleagues here, I think there's plenty of capital that be partnered with us to take advantage of this stuff now.

Great. And then just on the market deal, I was wondering if you could give us a little more detail about kind of the price paid for those loans?

I don't think we disclosed it. Did we disclose it? Did Goldman disclose it?

We did not.

Yes. I don't -- what I would say is it's a discount to par term financing essentially with a 15% to 20% return and roughly a 10% coupon with higher FICO borrowers.

Next question comes from Giuliano Bologna with Compass Point.

Congratulations on a great quarter. Maybe going along this similar to some of the other questions. I'd be curious over time, now that you'll potentially have Sculptor in a number of months here under the Rithm umbrella. Is there a focus on shifting more of the AUM to externally managed. Obviously, you're talking about potentially doing an IPO as part of the mortgage company and pushing more assets potentially into different fund vehicles. Is there a general sense of kind of what your capital allocation should look like going forward? Or if you want the Rithm side of the equation to be smaller from an AUM perspective and then continue to expand the asset management side at a much higher rate.

Yes. I think asset management businesses get value -- one of the strategic things for us is we want to raise third-party AUM. And we've been very, very clear about that. The Sculptor acquisition helps us do that under that umbrella. And last week in our announcement, we were pretty clear we're not going to go out and issue equity here where we don't intend to anyway to -- when we're trading at book values 12.25, whatever that number is and our stock trades in and around $10, we're not going to issue equity here.

So based on that and the opportunities for investment that we see today and going forward, it's our desire to work with third-party LPs and grow our business away from our existing balance sheet from a capital perspective and in third-party markets. And that's -- I mean that's where we're headed. If we're successful in doing that, which I believe we will, and you look at some of the larger asset managers and how they've raised capital, we're going to be very successful and our valuation on our equity should go significantly higher. And that's really what the goal is. It seems to improve our equity valuation for shareholders and continue to drive real results for LPs and shareholders.

That sounds great. And then thinking about the -- you obviously mentioned there's a strong pipeline out there of opportunities. When you're looking at opportunities at this point, are you focused more on assets? Or are there any other operating platforms that you could add that would be accretive or related to the other assets that you're involved in at the moment?

I would say both. If we want to do things where we think we have a reasonable edge or where we could create value. If we could do things that are 15% to 20% returns in today's interest rate environment, I think we're going to try to pounce on that and seize that. And right now, that's kind of where we are. So if it's an operating company, and we're working on some of those now or it's a cheap pool of assets, we'll look at both.

Next question comes from Trevor Cranston with JMP Securities.

One more on the Sculptor deal. When you guys talk about it being neutral to earnings in '24 and accretive in '25, can you sort of take us through what it is that makes it accretive in '25, and if there's any sort of assumptions baked into that in terms of AUM growth or anything like that.

Yes, I think we're not assuming a lot of AUM growth. I think it comes down to some of the results that are already existing in their -- in the portfolio of investments today and when they're realized. So the expectation is that '24 and '25 should be good years for realizing a number of the results as a result of prior investments made. The Sculptor team has a -- they have some great, great business lines. And as we start to see results come through from earlier investments, you're going to start to see, I think, a good pop. And I think when you take a step back and look at the valuation of the company and kind of how we valued it and think about the relationship there.

And I know, Jimmy, for probably 10 to 12 years now or actually more. That platform and the ability to drive results for LPs is pretty significant. And that's what gets us really excited about this acquisition. We can't look at everything like a day 1 thing. We do have to have a vision as we build business lines, and that's one of the things that I think we've been very successful on at and on doing. You take a step back and you look at -- and one of the reasons I wanted to give a little bit of revision this history on the Fortress side, you go back to 13 when (inaudible) and Randy Nardone came up with, we can make excess MSR as a good REIT asset. That propelled -- that started the growth of new residential, which was spun out of Newcastle.

So financial engineering and being able to create value for shareholders. You may not see it all day 1, but it's something that, as we look forward, we have a vision that goes out not just quarter-to-quarter but something that's a little bit longer than that.

(Operator Instructions) The next question comes from Kevin Barker with Piper Sandler.

Just in relation to the S-1 that you filed -- within the mortgage company, are you including all of the origination and servicing segments, including the servicing segment and the MSR-related investments? Or would that be broken up as well whether it's in the mortgage REIT or in the mortgage company?

It's likely going to be most but not all assets or not all MSRs that will go in there because some are held at the what I would call the Rithm level and the sub there is NRM. But mostly, it's all the origination, it's most of the servicing stuff, some MSRs may stay back. But I get -- it's one of these TBD things as we continue to work through it.

And then you discussed having a mortgage REIT as well and possibly the asset manager, right, and obviously with a Sculptor deal. Would the mortgage REIT basically have all the real estate securities and the property and residential mortgage segments that you have existing now or would there be other segments embedded within the mortgage REIT?

I think it's TBD. You look at what Blackstone, I used this analogy last week. They have BXMT, which is a commercial REIT. I think the way that we're thinking about it is likely in a similar vein -- but there's a lot of -- I mean, clearly, we just announced a deal last week. So we have a lot of work to do from a capital structure standpoint. But the one thing I want to emphasize on this call is we are still going to have a mortgage REIT and a large mortgage REIT in that. The asset management business will grow. We'll likely have a C corp. And from a structure standpoint, we just want to figure out a way that we're going to increase. One is our shareholder price and then to be able to grow AUM, which will feed into that and hopefully drive that significantly higher.

Okay. And then this quarter, you were pretty -- you were selling MSRs, you obviously deemphasized those. I believe there was...

We didn't sell any MSRs. We just did an excess trade.

Okay. As an excess trade. Do you anticipate doing several more of those in order to...

Likely -- yes, there'll be more coming up, whether it's this quarter or next quarter, I just don't know, but there'll be more excess MSR deals done.

This concludes our question-and-answer session. I would like to turn the conference back over to Michael Nierenberg, CEO of Rithm Capital for any closing remarks.

Thanks for joining us this morning. Have a great rest of the summer. Appreciate the support. Super excited where we are as an organization and let's go.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.