Good day ladies and gentlemen and welcome to the First-Quarter 2022 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. If anyone requires assistance during the conference, please ask. 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 beliefs, 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 Forms 8-K, 10-Q and 10-K. And in particular, the Risk Factors section of its Form 10-K. 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 may be discussed on this conference call. Our presentation of this information is not intended to be considered in isolation or as a substitute for the financial information presented in accordance with GAAP. Reconciliations of non-GAAP financial measures to the most comparable measures prepared in accordance with generally accepted accounting principles are contained in the earnings presentation for the past quarter. With me on the call today are Mark Fogel, President and CEO, and Dave Bryant, CFO of ACRES. 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 the company's loan originations, real estate investments and the health of the investment portfolio, while Dave Bryant will discuss the financial statements, liquidity condition, book value, and operating results for the first quarter and provide an update on 2022 projected results. Of course, we look forward to your questions at the end of our prepared remarks. The ACRES origination team delivered $99.9 million of new loan commitments in the first quarter, comprising three multi-family loans, with loan payoffs during this period totaling $92.3 million, comprising eight loans with weighted average rates of 5.33%. This net activity resulted in relatively flat production for Q1. The newly originated loans pay coupon interest at the one-month benchmark rates, which comprise LIBOR and SOFR, plus a weighted average spread of 3.37%. The weighted average spread of the floating rate loans in the company is $1.9 billion commercial real estate loan portfolio, which remained flat at 3.67% over the one-month benchmark rates. The weighted average benchmark rate is 1.1% as of April 30, 2022. We observed spread widening during the period and are mindful of further potential widening as we deploy capital on our way to getting the company fully invested. We plan to grow the loan portfolio net of repayments to have a loan book of at least $2.3 billion by year-end 2022. Additionally, our team completed $51.6 million of initial equity investments on two properties immediately following quarter-end, comprising a 388 key full-service operating hotel in Appleton, Wisconsin, and a student housing complex with approved plans to develop at a nearby parcel into a 516-bed student housing property in Tallahassee, Florida. We expect these newest equity investments to deliver untaxed capital gains in the future using the company's capital loss carryforwards and create returns that can be reinvested into the loan origination pipeline once realized. The company has $242 million of liquidity as of March 31st, sufficient to meet our goal of getting fully invested and maintaining ample reserves for any unforeseen market events. The portfolio has continued to perform, demonstrating sound and consistent underwriting and proactive asset management. The company ended the quarter with $1.9 billion of commercial real estate loans across 89 individual investments, of which only two, comprising 1% of the portfolio, were delinquent, with one performing in accordance with a forbearance agreement. As of March 31, the number of watchlist loans has reduced to seven, representing 6.5% of the portfolio. We entered into a purchase and sale agreement for one of the two real estate assets acquired through a deed-in-lieu of foreclosure. We expect that the net proceeds will approximate our carrying value when the sale has been completed. In summary, the ACRES team is pleased with the quality of the investment portfolio, including investments in real estate, along with the improved balance sheet profile and the prospects for new originations and capital appreciation going forward. We will continue to execute on our business plan by originating high-quality investments, actively managing the portfolio, and continuing to focus on growing earnings and book value for the company's shareholders. Now, I will have ACRES CFO, Dave Bryant, discuss the financial statements and operating results during the first quarter of 2022.

Thank you, and good afternoon. GAAP net loss allocable to common shares in the first quarter was $2.8 million or $0.30 per share, compared to GAAP net income of $7.3 million or $0.76 per share in the fourth quarter. In the first quarter, we recorded a reversal of general loan reserves of $1.8 million, compared to a $5.8 million reversal in the CECL provision in the fourth quarter. In addition, we charged off $2.3 million related to the settlement of a legacy loan which had been fully reserved. The reversal of general reserves reflects several factors. One, we have seen continued improvements in property level operations supported by a generally positive outlook in the macroeconomic environment. Two, our loan book has a newer vintage with over 70% originated within the last 12 months. Our loan portfolio is 73% multi-family, which has the lowest historical losses of all asset classes for us, and those evaluated in the model that we used to support the CECL reserve. The impact of the CECL estimate and the charge-offs resulted in a total allowance for credit losses on March 31st of $4.7 million, which now represents 0.25% of the $1.9 billion loan portfolio at par. Net interest income was $7.8 million or $0.85 per share in the first quarter, as compared to $11.9 million or $1.25 per share in the fourth quarter. As a reminder, the fourth quarter results included $3.3 million or $0.35 per share of income related to loan payoffs. In addition, we saw loans with higher coupons and base rate floors paying off as compared to newly originated loans. Other income includes a loan recovery of $630,000 when a middle-market loan in a business line that was disposed of several years ago. The first quarter also included non-recurring charges of approximately $500,000 related to the retirement of convertible note debt and approximately $1 million for charges related to the termination of two static CLOs, including an interest expense. We also had a non-recurring, non-cash charge of approximately $700,000 for real estate depreciation. In addition, loans paid off in the first quarter of 2022 at rate floors of 1.89%, contrasted with newly originated loans that had rate floors of eight basis points. Focusing on G&A, we have some seasonality in Q1 expenses. Specifically, we incurred $620,000 or the bulk of our audit expense during Q1 when the work was performed. We reflect the majority of our franchise taxes in Q1, which was $140,000. Furthermore, we had some unusual G&A costs related to the termination of CLOs, which totaled $155,000 and other non-recurring items for $130,000. These items combined to approximately $1.1 million. When we consider these items, we expect a quarterly G&A run rate of approximately $2.4 to $2.5 million for the balance of 2022. GAAP book value per share increased to $24.10 on March 31, 2022, from $23.87 when recorded on December 31, 2021. The increase to book value per share for the first quarter was partially driven by $0.41 of per share accretion from common stock repurchases, offset by $0.31 of GAAP net loss per share. During Q1, the company used $3.9 million of its board-approved share repurchase plan of $20 million. These repurchases redeemed 315 thousand shares and represented a 49% discount to book value per share on March 31. The GAAP debt-to-equity leverage ratio decreased from 4.0 times on December 31 to 3.7 times on March 31. The recourse debt leverage ratio increased from 0.8 times on December 31 to 0.9 times on March 31. In February, the company repurchased $39.8 million of principal of the 4.5% convertible senior notes. We also redeemed the remaining $94.8 million and $142.4 million of principal of the senior notes in the 2020 RSO9 CLO and 2020 RSO8 CLO respectively. The decrease in the leverage ratio and the increase to the recourse debt leverage ratios were primarily due to liquidation of the static CLOs coupled with related financing on the company's bank warehouse facilities. Available liquidity at the end of April was approximately $173 million, including approximately $30 million of unrestricted cash, $108 million of projected financing available on unlevered assets, and $75 million of availability on the 12% senior unsecured notes. These components were offset by a working capital reserve target of $40 million. Looking forward, we currently project that the company will incur GAAP losses between $0 and $0.15 per share for 2022. This projected loss is primarily caused by depreciation and amortization related to the company's investments in commercial real estate properties. This represents an improvement over our projections given in early March. The improvement is partially due to the decline in our CECL reserve from 35 basis points to 25 basis points during the period. Also, we've seen an increase in benchmark rates and the forward base rate curve forecast further increases compared to what was expected at year-end 2021, which has increased our net interest income projection. Our income projection remains subject to volatility from rate increases, loan payoff volume, and other non-recurring or unexpected items that may arise. With the additional financing capacity provided by the close of the 2021 CLOs, we expect net loan growth in 2022. We also anticipate that our real estate equity investments will maximize the utilization of the company's tax loss carryforwards, thereby growing earnings and book value as projected capital gains that can be retained in future years. To that end, we closed two new assets at the beginning of April as Mark discussed, and they are highlighted in our earnings presentation. Now I will turn the call to Andrew Fentress for closing remarks.

Thank you, David. We approached the quarter with caution in anticipation of some spread widening and while not dramatic, we have seen spreads widen across the landscape and we're looking forward to deploying capital into the current quarter and in the back half of the year. The portfolio remains sound with nearly all the watchlist names fully resolved and the company has ample liquidity to reach our target of being fully invested later this year. The ACRES platform continues to present interesting opportunities to evaluate, and our sponsor clients want to do more transactions with us. Our mission is to deliver shareholder value over the long term. We are focused on maximizing earnings, investing in high-quality assets, and strategically returning capital through share repurchases and dividends over time. This concludes our opening and prepared remarks and I will turn the call back to the Operator for questions.

Thank you. There appears to be no questions at this time. Actually, we just received a question from Rick Scibetta with Austin Ventures. Please proceed with your question.

This is Rick Pleczko. I have a long history with this company, spanning 10 years, starting back with XEN and RSO. I've observed a consistent decline and have not noticed any improvements. I'm feeling quite stubborn about this because I genuinely believed in the potential and encouraged many others to invest in the common stock here. I'm trying to understand why the trading activity is so low. The average volume is around 20,000 shares, which seems very minimal. Does anyone have any insights on that?

Hey, Rick, this is Andrew Fentress and I don't have a good answer for you regarding why there's the volume of trades on the exchange every day. As we've indicated on our balance sheet, you can see there's just under 10 million shares outstanding. But I can't tell you why the volume does what it does.

Any positive thoughts for the future? On dividends for the common?

We're focused on returning capital to shareholders. Whether or not that's coming through share repurchases, where the company has an active share repurchase program in the market each day, and the number of shares were reported in the quarter. And so that's the best way that we can return capital to shareholders right now, is by repurchasing shares at the discount they're trading at and increasing book value. When we get through the NOLs, the plan is to turn the dividend back on.

Okay.

Thank you. There are no further questions at this time.

Thank you everyone for joining the call. As always, our line is open. If anybody has any questions they'd like to talk to us about, please reach out, and we look forward to speaking with everybody again soon.

That does conclude the conference call for today. We thank you for your participation and ask that you please disconnect your lines.