Good day, ladies and gentlemen, and welcome to the First Quarter 2021 ACRES Commercial Realty Corp. Earnings Conference Call. Currently, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session with instructions to follow at that time. As a reminder, this call is being recorded. I would now like to introduce your host for today's conference, Kyle Brengel, Vice President. You may begin.

Good afternoon and thank you for joining our call. Before we begin, I want to remind everyone that certain statements made during this call are not based on historical information and may constitute forward-looking statements. When used in this conference call, the words believes, anticipates, expects, and similar expressions are intended to identify forward-looking statements. Although the company believes that these forward-looking statements are based on reasonable assumptions, such statements are based on management's current expectations and beliefs, and are subject to several trends, risks and uncertainties that could cause actual results to differ materially from those contained in forward-looking statements. These risks and uncertainties are discussed in the company's reports filed with the SEC, including its reports on Form 8-K, 10-Q, 10-K and in particular, the Risk Factors sections of our Form 10-K and Form 10-Q. Listeners are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The company undertakes no obligation to update any of these forward-looking statements. Furthermore, certain non-GAAP financial measures will be discussed on this conference call. Our presentation of this information does not intend to be considered in isolation or as a substitute to the financial information presented in accordance with GAAP. Reconciliations of these non-GAAP financial measures to the most comparable measures prepared in accordance with Generally Accepted Accounting Principles are contained in our earnings presentation for the past quarter. With me on the call today are Mark Fogel, President and CEO; and Dave Bryant, our CFO. Also available for Q&A is Andrew Fentress, Chairman of ACRES. I will now turn the call over to Mark.

Good afternoon, everyone and thank you for joining our call. Today I will provide an overview of our strategic initiatives and updates on our portfolio and loan originations. Dave Bryant will discuss our financial statements and operating results for the first quarter. And of course, we look forward to your questions at the end of our prepared remarks. We are pleased with the ongoing loan origination since we restarted lending late in 2020. As importantly, the portfolio has continued to perform, demonstrating sound and consistent underwriting and asset management. Our progress is evident in our results as we grew book value per share to $22.27 as of the end of the first quarter, an increase of 8.2% from the end of 2020. These results reflect our efforts over recent quarters to provide our borrowers with a one-stop solution for their borrowing needs. We continue to work as a team to achieve our goal of being an end-to-end solution for middle market commercial real estate borrowers nationwide. Additionally, we were active with the authorized share repurchase program during the quarter and repurchased an additional $9.5 million of common stock this quarter. The company ended the quarter with $1.5 billion in loan assets across 92 individual investments. As of the end of March, over three of these loans were performing and current on contractual payments. We believe we have a well-diversified portfolio with a presence across the country, but with a concentration in the high-growth southern region of the United States. In addition, over half the loan book is backed by multifamily assets, a particularly durable real estate segment. We are pleased with our continued new loan production after restarting lending towards the end of 2020. During the quarter, we closed six commercial real estate home loans for $144.3 million, up from $83 million in the fourth quarter. All six of these loans were originated with new borrowers. Five of the loans are collateralized by multifamily properties and one is collateralized by a hotel. The weighted average coupon on these loans is one month LIBOR with a LIBOR floor of 0.44% plus 4.38% and the LTV is 67%. Offsetting the new loan production were several pay downs and payoffs and two loan sales. During the first quarter, we received proceeds of $197 million from the repayment of 16 loans. All these elevated levels of pay downs resulted in a net negative production for the quarter, we believe the ability to refinance indicates the quality of the sponsors and assets underlying our loan portfolio. Furthermore, included in these paydowns and payoffs were a few loans that were on our watch list and one preferred equity investment. Our remaining preferred equity investment paid off in full in April. As we look ahead, we anticipate that we'll continue to see pay downs from the current portfolio, offset by continued acceleration of new loan production. Similar to what we discussed last quarter, there is a fair amount of competition for high-quality loans. To that point, we have seen moderate spread compression, particularly in our target segment of multifamily. But we are also seeing opportunities that offer wider spreads in segments such as hospitality and office. We will remain selective and focus on credit quality markets and sponsors to originate new loans for the portfolio. Furthermore, we believe we offer a unique value proposition for our customers. We place a priority on the service and convenience of our products. This includes providing an end-to-end lending solution for middle market sponsors from construction through stabilization and beyond. We are further enhancing our operating platform by expanding the ACRES origination presence in Dallas, Miami and Los Angeles, all of which are located in regions where we see continued loan origination activity. We are encouraged by our pipeline and the loans we currently have going through our underwriting process. We continue to maintain a solid balance sheet and liquidity position. At the end of the first quarter, total leverage ratio is 3.9 times debt to total equity, consistent with the year-end level. And in terms of recourse debt, leverage was 1.2 times, up from 0.8 times due primarily to the increased utilization of term warehouse facilities to finance commercial real estate loan originations. As of the end of April, ACRES had $143 million of net liquidity overall working capital reserve target of $40 million to deploy into additional commercial real estate loans and common stock repurchases. At the end of the quarter, more than $900 million of financing capacity, comprising three different term warehousing financing facilities, a senior secured financing facility, and a senior unsecured note was available. We will now have our CFO, Dave Bryant, discuss our financial statements and operating results during the first quarter.

Thank you, and good afternoon. Our first quarter results reflect our continued positive progress. I would first like to remind you that we completed a 1-for-3 reverse stock split that took effect on February 16, and all of our results reflect this. Our GAAP net income allocable to common shares for the three months ended March 31, 2021, was $10.5 million or $1.03 per share, compared to $21.5 million or $1.95 per share in the fourth quarter. These results reflect the contributions from the new originations late in the fourth quarter and in the first quarter, and exit fees from increased pay-off activity offset by lower interest as a result of the net pay-offs. The quarter-to-quarter change also includes a lower level of CECL reserve recoveries compared to last quarter. First quarter GAAP net income includes $5.6 million or $0.55 per share in CECL reserve recoveries. This continued positive movement reflects improved property level operations in the loan portfolio and the payoff of certain loans that had been on our watch list, along with a more constructive outlook on macroeconomic factors as we have seen broader improvements alongside the vaccine rollout. One item I would like to note in our core earnings is a $5.2 million or $0.51 per share charge, realized loss related to the sales of CMBS. These securities had been written down to their market values in prior quarters through our income statement and book value as we believe it was probable that they would be sold prior to recovery of their bases. However, since these were unrealized losses, they had been excluded from core earnings. Now that the sales have occurred, the impact is being recognized in core earnings. There are no longer any CMBS assets with value in the portfolio. Net interest income was $11 million or $1.08 per share, up from $9 million or $0.82 per share for the fourth quarter, driven by the increases just discussed. In addition, first quarter results reflect a full quarter of contribution from the hotel where we received a deed in lieu of foreclosure last quarter. The hotel operators sourced a short term contract which is having a positive impact. But we expect it will not have the same level of contribution in the back half of the year. The weighted average spread of the floating rate loans in our $1.5 billion loan portfolio expanded again to 3.67%. Over the weighted average, one month LIBOR floor of 1.72% at quarter-end, for a gross rate of 5.4%. These LIBOR floors are in the money on all of our floating rate loans, with one month LIBOR at approximately 11 basis points at the end of April. We expect to continue to see a meaningful benefit to net interest income as the forward LIBOR curve projects rates to remain low in the near term. Implementation of CECL on loan loss reserves, which applies to all mortgage REITs and other financial institutions, requires us to estimate expected credit losses over the life of our loans. In determining our expected credit losses, we evaluate by property and loan type, available, relevant, historical and current loan loss data, as well as future macroeconomic expectations provided by independent economic experts. The impact of CECL resulted in a total allowance for credit losses at March 31, 28.7 million, which now represents less than 2% of our $1.5 billion loan portfolio. GAAP book value per share, calculated of the vested common shares outstanding, including warrants, rose to $22.27 at March 31, 2021 from $20.57 at December 31, 2020. The increase to book value per share was driven by $1.06 of net income during the quarter, along with $0.59 related to share repurchases that were completed in the quarter. As a reminder, the difference between the $1.06 of net income contribution to book value and $1.03 of GAAP net income in the first quarter relates to the share account and utilizing weighted average shares for the income statement and shares outstanding at quarter end for book value purposes. During the first quarter, ACRES repurchased 745,000 shares for $9.5 million. These purchases in aggregate were at an average price of approximately $12.78 per share, including commissions. As of April 30, the company had remaining authorization to repurchase up to an additional 3 million of current outstanding shares. Our GAAP debt to equity leverage ratio remained at 3.9 times at March 31. The company had over $900 million of availability on its CRE term, warehouse and senior secured financing facilities and senior unsecured notes aggregated as of the end of March. The company's available liquidity at the end of April was approximately $143 million, including $43 million of unrestricted cash, $65 million of projected financing available on unlevered assets, and $75 million of availability on our senior unsecured notes. These components were offset by our working capital reserve target of $40 million. With an enhanced financial profile, and including improved liquidity, along with the acceleration of originations and a robust pipeline, we look forward to updating you on our ongoing growth.

Thank you, Dave. In summary, the company has a sound portfolio that remains diversified and largely performing, along with an origination engine that is actively sourcing and closing loans to grow the company's earnings power. Through the use of approximately $60 million of operating tax loss carry-forwards, the company can retain those earnings, reinvest into new origination, repurchase shares as and when the price of those shares are compelling. And of course, we continue to optimize the company's cost of capital and its leverage ratio. This concludes our opening remarks, and I'll turn the call back over to the operator for questions.

Thank you. And at this time, we will be conducting a question-and-answer session. Our first question is from Steven Laws with Raymond James. Please proceed with your question.

Hi. Good afternoon. I think you kind of knew one of the questions I had on my sheet here. But just kind of, we'd like to get your thoughts as you think about the flexibility you have with earnings now, the ability to retain them for future growth, look at dividend payouts. How do you look at the toggle there? As far as what level you want to see maybe to increase the buyback as far as accretion versus increase the dividend versus the return from new investments?

Sure, Steven. This is Andrew. Thanks for the question. So as we think about optimizing capital within the company. We have a current return on equity of approximately 13% to 14%. And so that's really the goal that we're looking at with respect to the allocation of new capital. And so, you know, as we saw on the first part of the ownership of a company, or under our direction, when the shares presented a return opportunity that was greater than that, and we allocated capital to the share repurchase program, and as you can see from the numbers, the accretion has really helped on a book value per share basis. And so that's one lever that the company can pull. And then, of course, what the company is really focused on is allocating capital out into new loan assets. And what we're seeing today is an opportunity given the leverage structure that we have to achieve that goal and perhaps even generate higher ROEs. And so that's really the area of focus, where most of the capital is going to be directed on a go-forward basis.

That's helpful. So I appreciate you framing that for us. As we think about repayments versus new investments, can you talk about the net impact, do you expect it to have say, as you roll forward, say 12 months on the yield or coupon, as you think about tighter spread loans within the money floor is paying off and being replaced with wider spreads, new originations? Now, what's the net impact going to be as we roll forward?

Well, first off, this is Mark. We expect our production levels to increase throughout the year. As you know, we restarted our origination engine at the end of the fourth quarter. In the first quarter, we saw a significant increase from the previous quarter, and in the second quarter, we've already seen closings, along with a pipeline that suggests even faster growth. Regarding the impact of spread compression, our goal is to counter that by utilizing various strategies on the financing side, working to lower our cost of capital wherever possible to ensure we maintain the return on equity that Andrew mentioned, which is between 13% and 14%.

Great. Appreciate you taking my questions. Thank you.

Our next person queued up is Chris Muller with JMP Securities. Please proceed with your question.

Hey, guys, thanks for taking the question. I just wanted to ask about with multi-family being the bulk of first quarter activity, can you talk about the competitive environment of multi-family just compared to other asset classes? And then a follow-up on that. What other asset classes do you like going forward and do you expect much of a change in composition of the portfolio, say at the end of this year versus the current mix? Thanks.

This is Mark. We don't see much of a change with respect to the current composition, we still expect by the end of the year to be in that 55% to 60% range on multi-family. There may be some changes within the other asset classes here and there. But I would expect that the mix would be very similar at year-end. As far as the competitive landscape, we believe that we have a bit of an edge with respect to what we do on the other side of our business in that we do a lot of construction lending on multi-family properties, all across the country. And what we keep referring to in our statements is this one-stop solution. What that allows us to do is to shepherd sponsors who come to us for a construction loan on the other side of the business, right into the reprogram once the properties get built and need to stabilize to a bridge lending program. So it's this organic growth that we expect to have through the generation of these construction loans that gives us, I think, a leg up on some of the groups that are out there right now.

Thank you, very helpful. And then just one more, quick one, it looks like the coupon on loans from fourth quarter to the first quarter on new originations dropped pretty drastically. Was that just a mix with multi-family being the big driver in 1Q? Thank you.

Yes. That was the big driver, more multi-family. But at the same time, there was more dislocation in the fourth quarter. So there were better opportunities to get some higher spreads when some of the other lenders were kind of sitting on the sidelines.

Thank you. Thanks for taking the questions.

Thank you.

And we have reached the end of the question-and-answer session. And I'll now turn the call over to Andrew Fentress for closing remarks.

Thank you, Operator. And thank you everybody for joining our first quarter conference call. We appreciate the support, the interest. We're always available for any follow-up questions that people may have. And look forward to speaking to you again at the second quarter call, later this year.

This concludes today's conference. And you may disconnect your line at this time. Thank you for your participation.