Good morning and welcome to BrightSpire Capital's fourth quarter and full year 2023 earnings conference call. We will refer to BrightSpire Capital as BrightSpire, BRSP, or the company throughout this call. Speaking on the call today are the company's Chief Executive Officer, Mike Mazzei, President and Chief Operating Officer, Andy Witt; and Chief Financial Officer, Frank Saracino. Before I hand the call over, please note that on this call, certain information presented contains forward-looking statements. These statements, which are based on management's current expectations, are subject to risks, uncertainties and assumptions. Potential risks and uncertainties could cause the company's business and financial results to differ materially. For a discussion of risks that could affect results, please see the Risk Factors section of our most recent 10-K and other risk factors and forward-looking statements in the company's current and periodic reports filed with the SEC from time to time. All information discussed on this call is as of today, February 21, 2024, and the company does not intend and undertakes no duty to update for future events or circumstances. In addition, certain financial information presented on this call represents non-GAAP financial measures. The company's earnings release and supplemental presentation, which was released this morning and is available on the company's website presents reconciliations to the appropriate GAAP measures and an explanation of why the company believes such non-GAAP financial measures are useful to investors. Finally, during the call, management may refer to distributable earnings as DE. With that, I would now like to turn the call over to Mike.

Thank you, David. Welcome to our fourth quarter and full year 2023 earnings call, and thank you for joining us this morning. I'll start by giving a brief update on the fourth quarter and what we anticipate for this year. Then I will turn the call over to Andy for more specifics on the portfolio. Let's first turn to BrightSpire's results. For the fourth quarter, we reported GAAP net loss of $16.3 million or $0.13 per share, DE of $25.4 million or $0.20 per share, and adjusted DE of $35.9 million or $0.28 per share. Our dividend coverage for the fourth quarter was 1.4 times. Now let's briefly discuss the financial markets. While the Fed has been backpedaling on the timing of rate cuts, it is now clear that the higher for longer policy has come to a close. This pivot has caused a significant risk-on attitude in credit spreads, long-duration bonds, and big tech. Even office rates have come off their lows from several months ago. The 10-year treasury yield initially dropped over 100 basis points and is currently about 75 basis points lower versus the October earnings call. In the commercial real estate debt markets, CMBS AAA's have tightened by roughly 50 basis points, and we saw a very strong investor demand for the first CRE CLO print of 2024, which was also an actively managed structure. The CLO cost of funds has tightened roughly 75 basis points over the past four months. Furthermore, most of our lenders have expressed interest in increasing their warehouse balance sheets for new loans. And for good reason; through this cycle, these banks have seen their best credit performance in this segment of their lending portfolio. For commercial real estate owners, these are clear signals that help us on the way. During the second half of this year, we expect the beginnings of a meaningful reduction in the pricing of interest rate caps. And while lower rates alone will not solve all market issues, it will go a long way in reducing credit stress across all asset classes. Turning back to BrightSpire, 2023 was challenging, but we continue to protect the balance sheet, maintain higher levels of liquidity, and now have one of the lowest leverage ratios in the peer group. Maintaining these liquidity levels, coupled with our smaller average loan size of approximately $34 million, has helped us navigate the last 18 months. As we have stated in the past, it is problematic for liquidity when large loan concentrations constitute multiples of shareholder equity. On that note, Andy will provide an update on our two largest loans, the ultimate resolutions of which will further reduce our own concentrations. Looking ahead, with rates expected to decrease in the second half of this year, we're all looking forward to the positive bias this will have on credit quality. Alternatively, our entire sector has experienced earnings increases from the 500 basis points in rate hikes. And now with the coming rate reduction of the Fed funds rate, this positive trend will begin to reverse in the latter portion of 2024. In addition, over the last 18 months, the sector, along with BrightSpire, has recognized write-downs in capital. Further, we experienced capital inefficiencies due to a combination of maintaining higher cash balances, lower leverage from both loan payoffs and warehouse line paydowns, as well as an increase in unencumbered assets. These factors will be headwinds for earnings later this year. Therefore, the sector's 2023 dividend coverage levels should not be used as a guide for future earnings; these coverages should narrow for most as the year progresses. Now, looking forward, it will be about re-optimizing our existing capital base to offset these factors. Accordingly, in 2024, we will need to reverse the balance sheet trends of the past two years. As I previously stated, overall leverage stands at 1.8 times and our unrestricted cash is approximately $203 million. We also have low or non-earning capital in REO and some other assets. During 2024, we will work to monetize and redeploy this capital more effectively. Importantly, the resolution of watchlist assets and providing more certainty on our loan book should also help close the gap between our market price and book value. As we execute our plan to further stabilize the balance sheet, we will also begin to assess new lending opportunities. The actual deployment of capital will most likely be a second half of the year objective. Lending opportunities should further open up in 2024. Along with the Fed easing rates, the regional banks will be seeking to reduce their CRE exposures. Keep in mind that regional banks hold about 70% of the commercial mortgages in the bank system. So as loans mature, especially construction loans, these banks will be far less incentivized to refinance these loans on their balance sheets. In addition, more regional banks will be included under the new Basel III rules. These factors will become tailwinds for non-bank lenders. In closing, we are becoming more positive about the opportunity set. In the not-too-distant future, we will look to play offense for the first time in almost two years. And with that, I will now turn the call over to our President, Andy Witt.

Thank you, Mike. Good morning, and thank you all for joining. Throughout the fourth quarter, much like the rest of 2023, our focus was on asset and portfolio management. During the fourth quarter, we received $132 million in repayments across four investments, which included a partial repayment of $57 million for the San Jose Hotel loan as a result of sales proceeds from the South Tower. The loan has been paid down to $136 million. The remaining collateral consists of the original 540-room hotel, including all back-of-house infrastructure, amenities, and conference space. The hotel is currently being marketed for sale by the borrower. In addition, during the quarter, we received repayments on two office loans and a multifamily loan. Subsequent to quarter end, we received an additional $27 million in loan repayments. Looking ahead, we received a repayment notification from the borrower of our largest office loan and expect to be paid off in March. The loan has a current balance of $87 million and a future funding obligation of an additional $13 million. We also anticipate several more loan payoffs or paydowns in the office segment of our portfolio in the coming months, further reducing our exposure to this asset class. Additionally, the sponsor on the South Pasadena, California office loan recently completed upzoning entitlements on land surrounding the existing and fully occupied office building. This upzoning is for residential senior living and far exceeded expectations, substantially increasing the value of our collateral. While we still maintain this asset in the office segment of our portfolio at year end, we intend to recharacterize the loan next quarter, given the value creation and transformation of the underlying collateral. Lastly, as it relates to office exposure within the portfolio, the Washington, DC office property, which we took ownership of during the fourth quarter, is currently being marketed for sale. We should have more definitive information to share by next conference call. The multifamily portion of our portfolio has largely remained resilient in the face of a difficult macro backdrop. We are seeing a slowdown in top-line growth after years of outsized rental rate increases. We expect top-line growth in the sector to remain relatively flat over the next 12 to 18 months as new supplies absorb. Certain policies adopted during COVID have been detrimental to the sector. However, as those policies wind down, operators are making progress on their value-add business plans. We have been working very closely with borrowers on loan extensions and rate cap requirements. Looking ahead, we continue to believe the fundamentals for housing remain strong, and once the product currently under construction is absorbed, there is very little in the pipeline behind it, which bodes well for the sector. Turning to our watch list update, the list remains relatively consistent with last quarter. First off, two risk-ranked 5 loans were removed from the list. As previously mentioned, we took ownership of the property underlying the Washington, DC office loan. Additionally, we also took ownership of the property underlying a previously risk-ranked 5 Phoenix, Arizona, multifamily loan. As we discussed last quarter, the borrower was unable to secure the incremental funds needed to execute the remainder of the business plan. We are in the process of executing a value-enhancing business plan, which we expect will take several quarters to implement, after which time we anticipate taking the property to market. We were able to retain our financing on this Phoenix multifamily property. We had only one watch list loan downgrade during the quarter, a Denver, Colorado, multifamily loan, which was placed on non-accrual and downgraded from a risk ranking of 4 to a 5. The borrower is currently marketing the property for sale. As of December 31, 2023, excluding cash and net assets on the balance sheet, the portfolio is comprised of 87 investments with an aggregate carrying value of $2.9 billion and a net carrying value of $855 million, or 78% of the total investment portfolio. Our weighted average risk ranking remained flat quarter-over-quarter at 3.2. The average loan size is $34 million, and the loan portfolio has minimal future funding obligations, which stand at $168 million, or 5% of outstanding commitments. First mortgage loans constitute 97% of our loan portfolio, of which 100% are floating rates and all of which have interest rate caps. The multifamily portion of our portfolio remains the largest segment, with 51 loans representing 53% of the loan portfolio, or $1.5 billion of aggregate carrying value. Office comprises 33% of the loan portfolio, consisting of $960 million of aggregate carrying value across 27 loans, with an average loan balance of $36 million. The remainder of the portfolio is comprised of 7% hospitality, with industrial and mixed-use collateral making up the remainder. With that, I will turn the call over to Frank Saracino, our Chief Financial Officer, to elaborate on the fourth quarter results. Frank?

Thank you, Andy, and good morning, everyone. Before discussing our fourth quarter and full year results, I want to mention that our fourth quarter 2023 Supplemental Financial Report is available on the investor relations section of our website. As Mike mentioned, for the fourth quarter, we generated adjusted DE of $35.9 million, or $0.28 per share, flat to the third quarter. Fourth quarter DE was $25.4 million, or $0.20 per share. DE includes a specific reserve on one multifamily loan of approximately $10 million, where we also took ownership of the underlying property during the quarter. Additionally, we reported total company GAAP net loss of $16.3 million, or $0.13 per share, which reflects a sequential increase in our CECL reserves and a small impairment taken on one REO asset. For the full year of 2023, we generated adjusted DE of $138.2 million, or $1.06 per share, representing a return on undepreciated shareholders' average equity of approximately 9.2%. Our dividend for the year of $0.80 was well covered at 1.33 times. Quarter-over-quarter, total company GAAP net book value decreased to $9.83 from $10.11 per share. Undepreciated book value also decreased to $11.35 from $11.55 per share. The change is mainly driven by an increase in our CECL reserves and partially offset by adjusted DE in excess of dividends declared. Looking at reserves, our specific CECL reserve decreased from $35 million to zero. The decrease was driven by the charge-offs related to our taking ownership of the properties underlying the Washington, DC office loan and Phoenix, Arizona multifamily loan. No specific reserve was required on the Denver, Colorado multifamily loan that was downgraded to a five. Our general CECL provision stands at $76 million or 246 basis points on total loan commitments, an increase of $21 million from the prior quarter. The increase in the general CECL was primarily driven by economic conditions as well as specific inputs on certain hotel and multifamily properties. Looking at watch list loans, our one risk-ranked 5 loan represents 1% of the total loan portfolio carrying value. 9 loans equating to 15% of the total loan portfolio carrying value are risk rank 4. While all risk rank 4 loans are current performing loans, we see potential for increased risk and accordingly are monitoring these investments and working with sponsors to ensure the best outcomes. Moving to our balance sheet, our total at-share undepreciated assets stood at approximately $4.4 billion as of December 31st, 2023, a slight decrease in the last quarter. Our debt to assets ratio is 62% and our debt to equity ratio is 1.8 times, a slight decrease quarter-over-quarter. We have no corporate debt or final facility maturities due until the second quarter of 2026. In addition, our liquidity as of today stands at approximately $368 million. This comprises the $203 million of current cash that Mike referenced earlier, as well as $165 million under our credit facility.

Thank you. The first question comes from Sarah Barcomb with BTIG. Please go ahead.

Hey, everyone. Thanks for taking the question. I just wanted to dig into the multifamily portfolio here. Those additional downgrades related to sponsors not willing or unable to buy new interest rate caps for the most part, and can you provide any commentary on your overall exposure to syndicated sponsors that might have bought these properties during that low interest rate period?

Hey, Sarah, it’s Mazzei. I'll start off with that. I think Andy can add some color there as well. Yes, so the downgrades were related to some syndicators in that. Yes, I think that syndicator exists across many portfolios. There are issues with execution on those specific properties. Some of them are related, as Andy said in his stated remarks, there were COVID-related policies that inhibited owners from moving tenants out of the assets. And so there were value add issues in terms of the business plans in terms of executing on value add. So we had some of those issues with regard to the property that went REO. As Andy said, it could take us a couple of quarters, several quarters to move out of that. So yes, we had some issues with the syndicator. We are closely monitoring that. Our exposure is limited. It's been a handful of assets that we've had. One of the assets on the watch list is being supported by the preferred equity behind the asset, but we continue to have it on the watch list as well. In terms of interest rate caps across the portfolio, multifamily borrowers are buying caps. They are seeing visibility in terms of ultimately getting across the bridge, as Andy said, through the supply and getting on with their programs. So borrowers generally in multifamily have been sticking with the assets and buying caps. Andy, anything you'd like to add to that?

No, I think, Mike, you covered it. The one asset that went from a risk-ranked 5 to REO is currently in the process of going through renovations and lease-up, and that's a process that we expect to transpire over the next couple of quarters, after which time we expect to take that asset to market on a more stabilized basis.

Okay, great. Yes we've seen some of these multifamily noises across the space this quarter, and that's to be expected just given where SOFR is these days. But just shifting over to office, it seems like there's some positive telegraphs here for the office portfolio, expecting some repays in the future here. There was one downgrade, but it wasn't watch-listed. Basically, my question is, at this stage, do you feel that the office credit is pretty well ring-fenced at this point?

I wouldn't go as far as to say that. Honestly, I don't think anybody can, given the work-from-home issues that are out there. The issue with office is going to be getting taken out of those assets with refinancing. And so I think right now that has proven to be very difficult, and you're seeing that being reflected in some of the severities on loans that have been taken back. So generally on office, I'd say, as Andy said, we are in the process of selling the Washington, D.C. asset. I think we have some encouragement there on the number of bids we got, and we're working through reviewing those bids now, and we'll have something more to say on that. Generally in the office portfolio, the Q4, it was Sarah stable. We didn't see anything that was slipping materially. We have had some successes. As Andy said, the largest asset that we have has indicated that they're paying off the loan. The South Pasadena asset with the upsizing and zoning was so substantial that we actually may recharacterize the loan. The Baltimore asset, which we've talked about in previous quarters, is now 90% leased with what will be, when the tenant takes occupancy, a very high debt yield. In San Francisco, we have two assets that are smaller. Both are fully occupied with new leases. We did a spec deal in LA for a single tenant that is now going to be fully occupied. And as Andy also mentioned, there are assets on the horizon that we think are going to pay off, most notably an asset, an office asset in Florida. So we've seen some good positive movement there. But for the rest of the portfolio, it's about visibility for the borrowers. And unlike what I just said about multifamily, where borrowers see a housing shortage and over the horizon, they say, these are assets that we know will ultimately perform. So they're sticking with them generally. And we're seeing a lot of liquidity in that market. The REO asset that we are working with the borrower, he is marketing the asset for sale on that. And I think they're seeing a lot of interest in that asset. There's not much more I can say, but there's a lot of interest and a lot of liquidity on the multifamily side. The office assets, those are the assets we'll be watching more closely in terms of confidence around deploying capital. So while we've had some market improvement this quarter in terms of what will be a reduction in the portfolio, I still think going forward, that's the area that we'll be watching more closely because those borrowers have the least liquidity in terms of refinancing. But otherwise, the quarter was, for the balance of the portfolio, the quarter was absolutely stable, yes.

Great. Thank you for all that detail. Appreciate it.

Thank you. Our next question comes from Stephen Laws with Raymond James. Please go ahead.

Hi, good morning. Mike, I guess to start, it seems like you're incrementally positive as you look out later into this year. What prevents you from going on offense sooner given the very low leverage and liquidity position? Do you want to see the expected repays on office get across the finish line? Is it something else that you want to see macro, maybe rates start to roll over and get better visibly? Given the kind of seems like improving tone, why do you feel the need to wait another four to six months to kind of go back on offense?

Well, first of all, I don't think we're missing anything in the next four months. I think the transaction levels are still low because borrowers cannot get the proceeds out for their existing assets and transactions have been a lot slower because of rates. In terms of us and why we're waiting, first of all, we have to get more confidence around the stability of the portfolio, as I said in the prepared remarks. We want to see more stabilization there because the first constituent that we look at is our banks. We want to make sure the banks are protected and we have the cash to do so. No banks, no mortgage rates. Let's just be direct about that. So our banks are priority number one. In terms of new investments, when we look at it, there's been a lot of talk about buybacks. We've repeatedly said that we don't see buybacks as really moving the needle. They're small. They don't do much in terms of moving the stock price. We don't want to shrink our capital base. And so really we're looking at new investments over buybacks. And when we do the new investments, it's really about the confidence and how we would spend our cash. And for the second half of the year, if we could get some of the things we talked about accomplished in the first half, improving the watch list, getting some movement on the REO, then I think we'll have the confidence to start spending cash. And that's really more of a second half of the year thing. And maybe we can look to deploying something like $50 million to $75 million of cash in the second half if we can get some really good visibility on the balance sheet in the first half of the year. As we mentioned, we do have $100 million of REO that is under or totally not levered. Hopefully we'll get some tailwind on the Long Isle City REO. We do have a lot of interest coming on that asset, particularly one specific user that may have interest in the Paragon asset and overflow into the Blanchard asset. So right now, really looking to stabilize the portfolio further and get the confidence in the second half of the year. And I think, by the way, if we can deliver more certainty around the asset performance, and we're all talking about stock prices, I think the largest thing embedded in our 60%, where we're trading 60% of book value, is uncertainty. So really, removing some of that uncertainty by stabilizing the portfolio and executing on the watch list and removing some of the REO that we think is going to be the bigger impact on the stock price and getting it up over 60% of book. But I'll also add, in terms of opportunities, as I said on the call, I mean, there are thousands of regional banks out there, smaller banks that we weren't even looking at, that were originating loans and participating in commercial real estate lending. And virtually every bank that comes out on their earnings call has to lead off with, our real estate exposure is only X. And we don't have exposure to New York City Multi. And so what we're seeing that coupled with Basel III, we're going to see the banks not originate as much, maybe pull back. And as I said on the call, construction loans, as they come through, they would normally refi those into mini-perms. And then those loans would find permanent financing later. We think the evolution of those loans are going to be from construction, and they're going to come off balance sheet, and the non-banks and debt funds will have an opportunity to do what would have been the mini-perms that the banks would have done. So we think that the will from the banks to originate loans has diminished greatly, and they're all going to have a bias toward shrinking their portfolios. And there are so many of them out there that we weren't even looking at, that we didn't even hear of, know of. I think all of that is going to be coming at us in 2024. So I think there'll be ample opportunity for the non-banks to have product.

I appreciate the color there. It'd be certainly interesting to watch the return to some of those banks and opportunities that provides. Can you touch a little bit more on the property level and multifamily? I've heard a couple of others mention some underperforming or non-performing tenants that have been stuck in assets due to some COVID policies. When did that start to change? And how, is it easier now to get those tenants out and replace them with new tenants? Kind of, can you talk about that process of what you're seeing kind of re-tenanting some of these multifamily assets?

Andy, you want to lead off with that?

Sure. Thank you, Mike. So I think we have seen an easing of some of the COVID policies. Those have oftentimes been regional in nature, so they've rolled off over different periods of time. But generally what occurred was the inability to access units and start the renovation process and execute on the business plan, the value-add business plan. And so it affected the borrowers' cash flows and so forth. And what we're seeing now is borrowers are able to get to the assets, take them through renovation and get them stabilized. So it was a period where oftentimes the borrower just wasn't able to execute their business plan and it was at great expense to them. Now we're seeing less of those impediments and the opportunity to go ahead and execute on that plan.

Great. Appreciate the comments this morning. Thank you.

Next question comes from Matthew Erdner with Jones Trading. Please go ahead.

Hey, good morning, guys. Thanks for taking the question. So kind of following up on the prior one, as loans kind of pay off and some REO gets sold, is there a minimum or I guess maximum amount of cash that you guys want to defend the portfolio before you start turning to offense and deploy some additional cash into new loans?

Well, I think that we've had a policy in the past. I know that we've had a policy in the past. We want to maintain minimum cash. We really have a revolver and we really have never tapped the revolver, and we don't look to doing that. So I think in terms of minimum cash, it would probably be something like circa $100 million in this market. I think previously before the Fed's hikes, we were looking at more like $75 million. So I think we want to have a little bit more cash because of the uncertainties I outlined earlier. And as I said, there's a lot that we can tap into. Certainly the REO, our largest asset is also probably the least levered asset on our warehouse lines right now. So if that asset resolves itself, which we expect, then we should free up capital there that we can re-lever. And then overall, our leverage at 1.8 times is among the lowest in the peer group. Some folks are hovering around mid-twos. Some folks are hovering in the fours. We're at 1.8. So we have to figure out a way to level up the portfolio. Some of that will be by just doing new loans and putting 75%, 80% leverage against those. So right now, $200 million of cash. Hopefully we'll harvest some of this REO over the next several quarters and be able to redeploy that, get resolution on our largest loan, which is very under-levered. And I think minimum is probably something about maintaining about $100 million cash on the balance sheet, at least through the early parts of 2025.

Yes, that's helpful there. And then in terms of new loans, are you guys kind of scouting out or looking at some deals in the marketplace, even though you might not take them until second half? And if so, what's kind of the asset type and geographic region that you guys want to target when you do go back on offense?

Yes, I would say that the periscope is up and we are looking. Absolutely. We've been attending all the conferences. Our originators have stayed in contact with their constituents and are actively involved in getting color on the market today. I think much like some of the other guys in the peer group have stated, we are focused on multifamily hotel and not really office. It would have to be a very, very unique opportunity for us to be involved in putting on an office asset. And we would need our bank lenders. It would have to be such an opportunity that our bank lenders would have to agree with us and they'd want to finance that. The CLO market, we've seen all multifamily come through to date and that's a great vehicle for financing. That'll guide us to doing more multifamily as well. I think that the opportunity is going to be construction. The banks, as I said, normally did the mini-perms. I think the banks are going to be running away from that. In terms of region, everyone talks about the oversupply in the Southeast and Southwest, but I would still say that there are certain states that are doing the best that they possibly can to chase residents out of the state. We think that's going to actually continue. As long as that continues and we're seeing quality of life issues and budget soaring in some of these states, we think, and taxes potentially going up, while there is supply that is in the Southeast that everyone is talking about, we think over the horizon, as Andy said in his prepared remarks, you get out 18 months, the pipelines really dissipate. We think those regions of the U.S. are still the best regions to lend in.

That's helpful. Thanks for taking the questions.

Thank you. I would like to turn the call over to Mike Mazzei for closing comments.

Well, thank you all for joining us today, and we look forward to speaking again in May where we hope to make some progress on the items that we outlined. Thank you all for joining.

This concludes today's teleconference. You may disconnect your lines at this time, and thank you for your participation.