ACR 8-K
ACRES Commercial Realty Corp. (ACR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02Results of Operations and Financial Condition.
On August 4, 2021, ACRES Commercial Realty Corp. (the “Company”) issued a press release and detailed presentation regarding its operating results for the three and six months ended June 30, 2021. A copy of this press release is furnished with this report as Exhibit 99.1 and a copy of the earnings presentation is furnished with this report as Exhibit 99.2 as well as made available on the Company’s website at acresreit.com.
Item 7.01Regulation FD Disclosure.
The information provided in Item 2.02 above is incorporated by reference into this Item 7.01.
The information in this Current Report, including the exhibit hereto, is to be considered “furnished” pursuant to Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
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Exhibits. |
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Exhibit No. |
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Description |
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99.1 |
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99.2 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ACRES COMMERCIAL REALTY CORP. |
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Dated: |
August 4, 2021 |
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By: |
/s/ David J. Bryant |
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David J. Bryant |
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Chief Financial Officer |
Exhibit 99.1
ACRES COMMERCIAL REALTY CORP.
REPORTS RESULTS FOR
THREE AND SIX MONTHS ENDED JUNE 30, 2021
Westbury, NY, August 4, 2021 – ACRES Commercial Realty Corp. (NYSE: ACR) (“ACR” or the “Company”), a real estate investment trust that is primarily focused on originating, holding and managing commercial real estate mortgage loans and other commercial real estate-related debt investments, today reported results for the three and six months ended June 30, 2021. ACR’s GAAP net income allocable to common shares was $10.1 million, or $1.04 per share-diluted, and $20.5 million, or $2.06 per share-diluted, during the three and six months ended June 30, 2021, respectively.
“We are pleased with our meaningful acceleration in capital deployment during the second quarter as we originated $470 million of commercial real estate loans,” stated ACR’s Chief Executive Officer and President Mark Fogel. “With an excellent reputation as a middle-market lender, we maintain an attractive pipeline of opportunities. We also continue to generate additional sources of financing, including our new class of preferred equity and our closing of an $803 million securitization in May. We expect to continue to pursue opportunities for investment as we seek to grow earnings and book value over time.”
ACR issued a full, detailed presentation of its results for the three and six months ended June 30, 2021, which can be viewed at www.acresreit.com.
Earnings Call Details
ACR will host a live conference call on August 4, 2021 at 5:00 p.m. Eastern Time to discuss its second quarter 2021 operating results. The conference call can be accessed by dialing 1-855-327-6837 (U.S. domestic) or 1-631-891-4304 (International) with the passcode 10015843 or from the investor relations section of the Company’s website at www.acresreit.com. For those unable to listen to the live conference call, a replay will be available on the Company’s website and telephonically through August 18, 2021 by dialing 1-844-512-2921 (U.S. domestic) or 1-412-317-6671 (International), passcode 10015843.
About ACRES Commercial Realty Corp.
ACRES Commercial Realty Corp. is a real estate investment trust that is primarily focused on originating, holding and managing commercial real estate mortgage loans and other commercial real estate-related debt investments. The Company is externally managed by ACRES Capital, LLC, a subsidiary of ACRES Capital Corp., a private commercial real estate lender exclusively dedicated to nationwide middle market commercial real estate lending with a focus on multifamily, student housing, hospitality, industrial and office property in top U.S. markets. For more information, please visit the Company’s website at www.acresreit.com or contact investor relations at [email protected].
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “continue,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “look forward” or other similar words or terms. Because such statements include risks, uncertainties and contingencies, actual results may differ materially from the expectations, intentions, beliefs, plans or predictions of the future expressed or implied by such forward-looking statements. Factors that can affect future results are discussed in the documents filed by the Company from time to time with the Securities and Exchange Commission, including, without limitation, factors impacting whether we will be able to maintain our sources of liquidity and whether we will be able to identify sufficient suitable investments to increase our originations. The Company undertakes no obligation to update or revise any forward-looking statement to reflect new or changing information or events after the date hereof or to reflect the occurrence of unanticipated events, except as may be required by law.
ACRES Commercial Realty Corp. Second Quarter 2021 Earnings Presentation August 4, 2021 Exhibit 99.2
Forward Looking Statements This presentation contains forward-looking statements within the meaning of federal securities laws. These forward-looking statements are not historical facts but rather are based on our current beliefs, assumptions and expectations. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or are within our control. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. You should not place undue reliance on these forward-looking statements, which reflect our view only as of the date of this presentation. We use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,” “estimate,” “target,” and variations of these words and similar expressions to identify forward-looking statements. Forward-looking statements are subject to various risks and uncertainties that could cause actual results to vary from our forward-looking statements, including, but not limited to: ACRESREIT.COM 2 changes in our industry, interest rates, the debt securities markets, real estate markets or the general economy; increased rates of default and/or decreased recovery rates on our investments; the performance and financial condition of our borrowers; the cost and availability of our financings, which depend in part on our asset quality, the nature of our relationships with our lenders and other capital providers, our business prospects and outlook and general market conditions; the availability and attractiveness of terms of additional debt repurchases; availability, terms and deployment of short-term and long-term capital; availability of, and ability to retain, qualified personnel; changes in our business strategy; availability of investment opportunities in commercial real estate-related and commercial finance assets; the degree and nature of our competition; the resolution of our non-performing and sub-performing assets; The outbreak of widespread contagious disease, such as the novel coronavirus, COVID-19; our ability to comply with financial covenants in our debt instruments; the adequacy of our cash reserves and working capital; the timing of cash flows, if any, from our investments; unanticipated increases in financial and other costs, including a rise in interest rates; our ability to maintain compliance with over-collateralization and interest coverage tests in our CDOs and/or CLOs; our dependence on ACRES Capital, LLC, our “Manager”, and ability to find a suitable replacement in a timely manner, or at all, if our Manager or we were to terminate the management agreement; environmental and/or safety requirements; our ability to satisfy complex rules in order for us to qualify as a REIT, for federal income tax purposes and qualify for our exemption under the Investment Company Act of 1940, as amended, and our ability and the ability of our subsidiaries to operate effectively within the limitations imposed by these rules; legislative and regulatory changes (including changes to laws governing the taxation of REITs or the exemptions from registration as an investment company); and other factors discussed under Item IA. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2020 and those factors that may be contained in any subsequent filing we make with the Securities and Exchange Commission.
Forward Looking Statements (continued) ACRESREIT.COM 3 We undertake no obligation, and specifically disclaim any obligation, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this presentation might not occur and actual results, performance or achievement could differ materially from those anticipated or implied in the forward-looking statements. Past performance is not indicative of future results. There is no guarantee that any investment strategy referenced herein will work under all market conditions. Prior to making any investment decision, you should evaluate your ability to invest for the long-term, especially during periods of downturns in the market. You alone assume the responsibility of evaluating the merits and risks associated with any potential investment or investment strategy referenced herein. This presentation contains information regarding financial results that is calculated and presented on the basis of methodologies other than in accordance with accounting principles generally accepted in the United States (“GAAP”), which management believes is relevant to assessing ACRES Commercial Realty Corp.’s (“ACR’s” or the “Company’s”) financial performance. Please refer to page 22 for the reconciliation of Net Income (Loss), a GAAP financial measure, to Core Earnings, a Non-GAAP financial measure. Unless otherwise indicated, information included in this presentation is as of or for the period ended June 30, 2021. No Offer or Sale of Securities This presentation is for informational purposes only and does not constitute an offer to sell or the solicitation of any offer to buy any securities of ACR or any other entity. Any offering of securities would be made pursuant to separate documentation and any such securities would not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Second Quarter 2021 Highlights1 CRE2 loan originations increased by 226% over the first quarter of 2021. ACRESREIT.COM 4 $470M of CRE loan originations were closed $1.04 per share-diluted $243M of net liquidity, including unrestricted cash, CRE term facility and senior secured financing facility2 unfinanced proceeds and senior unsecured notes2 availability $803M of CRE loans were financed with non-recourse floating-rate notes issued through the May 2021 close of a new managed CLO, which has a two-year reinvestment period $111M of net proceeds3 from the issuance of the Series D Preferred Stock2 $4.3M, or 273,789 shares, of common stock was repurchased by ACR. $20 million of authorized repurchases were completed as of July 2021. Company Repurchased Common Stock New Preferred Equity Financing New CLO2 Closed GAAP Net Income2 Robust Liquidity at July 31, 2021 Growth in CRE Loan Originations
Results for Quarter and Six Months Ended June 30, 2021
Three And Six Months Ended June 30, 2021 Results and Recent Developments ACRESREIT.COM 6
Second Quarter 2021 Book Value ACRESREIT.COM 7 GAAP Book Value per Share Walk
CRE Loan Activity and Portfolio
Deployment Progress ACRESREIT.COM 9 CRE Loan Production, at Par
Production, Payoff and Paydown Detail ACRESREIT.COM 10
CRE Loan Portfolio Overview ACRESREIT.COM 11
CRE Loan Portfolio LTV25 ACRESREIT.COM 12
CRE Loan Portfolio Diversification ACRESREIT.COM 13 Top State Concentration Metrics: Texas: 15.6% Florida: 12.6% New York: 9.9% Arizona: 8.4% California: 8.1% Property Type27 Interest Rate Type27 Balance by Region26,27
CRE Loan Portfolio Risk Ratings29 ACRESREIT.COM 14 Percentage of Principal at June 30, 2021 Percentage of Principal at March 31, 2021 Number of loans: Number of loans: 89% of ACR’s loans have a risk rating of 2 or 3 that are performing in line or near underwritten expectations All but two of ACR’s 88 loans are current on contractual payments through June 2021 Rating 330 Rating 330
Capitalization and Liquidity
Summary Capitalization $1.0 billion of availability32 on its term warehouse and senior financing facilities and senior unsecured notes at June 30, 2021. In June 2021, the benchmark rate on the third-party owned notes at two securitizations was replaced with Compounded SOFR plus a benchmark adjustment. ACRESREIT.COM 16
Historical Leverage Ratios ACRESREIT.COM 17 Historical Leverage Ratio33
Liquidity at July 31, 2021 ACRESREIT.COM 18
Appendix
Consolidated Balance Sheets ACRESREIT.COM 20 (In Thousands, except share and per share data)
Consolidated Statements of Operations ACRESREIT.COM 21 (Unaudited, in thousands, except share and per share data)
Core Earnings45 ACRESREIT.COM 22 (Unaudited, In Thousands, except share and per share data) The following table provides a reconciliation from GAAP net income (loss) allocable to common shares to Core Earnings allocable to common shares, a non-GAAP measure, for the periods presented: In March 2021, the CMBS portfolio was sold for $3.0 million, representing a total realized loss of $5.2 million that was included in Core Earnings during the six months ended June 30, 2021. Unrealized (gain) loss on core activities includes the unrealized gains and losses on the CMBS portfolio, which were excluded from Core Earnings.
Footnotes “Second quarter 2021 highlights” includes activity that occurred during the third quarter of 2021 or balances at July 31, 2021, where specifically referenced. “CRE” refers to commercial real estate. “GAAP net income” refers to GAAP net income allocable to common shares - diluted. The “senior secured financing facility” refers to the senior secured financing facility with MassMutual with total commitments of $250.0 million. The “senior unsecured notes” refer to the 12.00% senior unsecured notes due 2027 with Oaktree and MassMutual. “Series D Preferred Stock” refers to the 7.875% Series D Cumulative Redeemable Preferred Stock. “CLO” refers to collateralized loan obligation. Proceeds are net of the underwriter’s discount and offering expenses. During the three and six months ended June 30, 2021. “CECL” refers to current expected credit losses, the determinant of the estimate of the CRE loan allowance. “Core Earnings” refers to Core Earnings allocable to common shares - diluted, a non-GAAP measure. “LTV” refers to loan-to-collateral value. “1M LIBOR” refers to the one-month London Interbank Offered Rate. “XAN 2019-RSO7” refers to Exantas Capital Corp. 2019-RSO7, Ltd., a CLO closed in April 2019 to finance CRE loans. Refer to page 22 for the reconciliation of Net Income (Loss), a GAAP financial measure, to Core Earnings, a Non-GAAP financial measure. GAAP book value is presented per common share, excluding unvested restricted stock and including warrants to purchase common stock. The measure refers to common stock book value, which is calculated as total stockholders’ equity less preferred stock equity. At June 30, 2021. At July 31, 2021. Per share calculations exclude unvested restricted stock, as disclosed on the consolidated balance sheets, of 339,708 and 11,610 shares at June 30, 2021 and March 31, 2021, respectively, and include warrants to purchase up to 466,661 shares of common stock at June 30, 2021 and March 31, 2021, see footnote 37 below. The denominators for the calculations are 9,604,004 and 9,872,562 at June 30, 2021 and March 31, 2021, respectively. The per share amount is calculated with the denominator referenced in footnote 10 at June 30, 2021. Net income per common share - diluted of $1.04 is calculated using the weighted average diluted shares outstanding during the three months ended June 30, 2021. “OCI” refers to the change in accumulated other comprehensive income (loss) attributable to terminated derivatives. ACR’s board of directors authorized and approved the continued use of the share repurchase program to repurchase up to $20.0 million of the currently outstanding common stock through June 2021 or until the $20.0 million is fully deployed. ACR purchased 1,553,939 shares for $19.2 million through June 30, 2021. The remaining shares eligible for repurchase under the program were repurchased in July 2021. Excludes legacy CRE loans. LTV is based on the initial funding divided by the as-is appraised property value for new CRE loans, the average of which is weighted based on the initial CRE loan commitments of originated CRE loans. Excludes one new CRE floating-rate whole loan without a 1M LIBOR floor that was originated in April 2021 with a principal balance of $43.4 million. “1M L” refers to the one-month London Interbank Offered Rate. Multifamily loan payoffs exclude the 11.75% fixed coupon rate on a preferred equity investment that paid off in April 2021. The total weighted average 1M LIBOR floor on the floating-rate loan payoffs was 1.84%. Includes one legacy CRE loan reported at its amortized cost of $11.5 million at June 30, 2021 classified as a CRE loan on the consolidated balance sheet that entered technical default in June 2020. The Company intends to hold this loan until payoff. Includes one loan with an amortized cost of $20.8 million that earns a fixed rate of interest of 5.75% from June 2021 through December 2021 in connection with a modification. The loan’s interest rate is excluded from the calculations of the weighted average CRE whole loan, floating rate and 1M LIBOR floor at June 30, 2021. ACR received payoffs of $6.7 million and $22.1 million on its preferred equity investments in March 2021 and April 2021, respectively. The CRE fixed-rate whole loans were sold in March 2021 at par for $4.8 million. Classified as other assets on the consolidated balance sheet. LTV is based on the outstanding principal divided by the as-is appraised property value available as of each respective period end. Regions refer to the regions identified by the National Council of Real Estate Investment Fiduciaries. At June 30, 2021; percentages are calculated based on $1.5 billion carrying value. Includes the loan referenced in footnote 21. See page 25 for additional information. ACRESREIT.COM 23
Footnotes (Continued) Includes one mezzanine loan, 0.3% of total principal, risk rated a 3 at June 30, 2021 and March 31, 2021. Includes one preferred equity investment, 1.4% of total principal, risk rated a 4 at March 31, 2021. The preferred equity investment paid off in April 2021. Availability is calculated as the difference between the maximum capacity on the applicable borrowing and the principal outstanding. The leverage ratio is calculated as the respective period ended borrowings over total equity. Borrowings included as recourse debt are guaranteed by ACR while CRE securitizations have no recourse against the Company. Additionally, the senior secured financing facility is guaranteed by Exantas Real Estate Funding 2020-RS08 Investor, LLC and Exantas Real Estate Funding 2020-RS09 Investor, LLC. The facility has an initial two-year revolving period followed by a five-year term that matures on July 31, 2027 and charges interest at 5.75%. The outstanding senior unsecured notes charge interest at 12.00%, of which 3.25% may be paid-in-kind, and mature on July 31, 2027. The available unsecured notes remain available to ACR for 18 months following the close date on July 31, 2020. ACR issued warrants to purchase 466,661 shares of its common stock at an exercise price of $0.03 per share in connection with the issuance of the $50.0 million of unsecured notes to MassMutual and Oaktree, in the aggregate. The issuance of the remaining $75.0 million of unsecured notes will trigger the issuance of additional warrants to purchase 699,992 common shares ratably as commitments are funded. Face amount of convertible senior notes and preferred equity are $143.8 million and $235.0 million, respectively. The CLO closed in May 2021 includes $26.3 million of uninvested proceeds and principal paydowns receivable received in July 2021 that can be reinvested into the CLO. “3M L” refers to the three-month LIBOR rate. “BR” refers to benchmark rate. Effective June 2021, the third-party owned notes at Exantas Capital Corp. 2020-RSO8, Ltd. and Exantas Capital Corp. 2020-RSO9, Ltd. are benchmarked to the compounded Secured Overnight Finance Rate (“SOFR”) plus a benchmark adjustment. ACRES Commercial Realty 2021-FL1 Issuer, Ltd is benchmarked to 1M LIBOR. “WACC” refers to the weighted average cost of capital. The calculation of weighted average cost of capital excludes the impact of common equity on the denominator. CRE term and senior secured facilities estimated unfinanced proceeds includes the projected amount of proceeds available to the Company if the unfinanced loans were financed with the applicable facilities. All prior period share amounts and per share calculations in this presentation reflect a retrospective adjustment applied in connection with the one-for-three reverse stock split. See page 26 for additional information. ACRESREIT.COM 24
Other Disclosures Commercial Real Estate Loans Risk Ratings CRE loans are collateralized by a diversified mix of real estate properties and are assessed for credit quality based on the collective evaluation of several factors, including but not limited to: collateral performance relative to underwritten plan, time since origination, current implied and/or reunderwritten loan-to-collateral value ratios, loan structure and exit plan. Depending on the loan’s performance against these various factors, loans are rated on a scale from 1 to 5, with loans rated 1 representing loans with the highest credit quality and loans rated 5 representing loans with the lowest credit quality. The factors evaluated provide general criteria to monitor credit migration in the Company’s loan portfolio; as such, a loan’s rating may improve or worsen, depending on new information received. The criteria set forth below should be used as general guidelines and, therefore, not every loan will have all of the characteristics described in each category below. ACRESREIT.COM 25
Other Disclosures (continued) Core Earnings Core Earnings is a non-GAAP financial measure that we use to evaluate our operating performance. Core Earnings exclude the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current CRE loan portfolio and other CRE-related investments and operations. Core Earnings exclude income (loss) from all non-core assets comprised of investments and securities owned by the Company at the initial measurement date of December 31, 2016 in commercial finance, middle market lending, residential mortgage lending, certain legacy CRE loans and other non-CRE assets designated as assets held for sale. Core Earnings, for reporting purposes, is defined as GAAP net income (loss) allocable to common shares, excluding (i) non-cash equity compensation expense, (ii) unrealized gains and losses, (iii) non-cash provisions for loan losses, (iv) non-cash impairments on securities, (v) non-cash amortization of discounts or premiums associated with borrowings, (vi) net income or loss from a limited partnership interest owned at the initial measurement date, (vii) net income or loss from non-core assets, (viii) real estate depreciation and amortization, (ix) foreign currency gains or losses and (x) income or loss from discontinued operations. Core Earnings may also be adjusted periodically to exclude certain one-time events pursuant to changes in GAAP and certain non-cash items. Although pursuant to the Fourth Amended and Restated Management Agreement we calculate the Manager’s incentive compensation using Core Earnings excluding incentive fees payable to the Manager, we include incentive fees payable to the Manager in Core Earnings for reporting purposes. ACRESREIT.COM 26
Company Information ACRES Commercial Realty Corp. is a real estate investment trust that is primarily focused on originating, holding and managing commercial real estate mortgage loans and other commercial real estate-related debt investments. Additional information is available at the Company’s website, www.acresreit.com. ACRESREIT.COM 27