Good morning. Welcome to Ares Commercial Real Estate Corporation's earnings conference call. At this time, all participants are in a listen-only mode. As a reminder, this conference is being recorded on Monday, April 1, 2013. Comments made during the course of this conference call and webcast and the accompanying documents contain forward-looking statements and are subject to risks and uncertainties. Many of these forward-looking statements can be identified by the use of the words such as anticipates, believes, expects, intends, will, should , may and similar expressions. The company’s actual results could differ materially from those expressed in the forward-looking statements for any reason included those listed in its SEC filings. Ares Commercial Real Estate Corporation assumers no obligation to update any such forward-looking statements Please also note that past performance or market information is not a guarantee of future results. During this conference call, the company may discuss core earnings which is a non-GAAP financial measure as defined by SEC Regulation G. Core earnings is used to compute incentive fees to the company's manager and the company believes it is an appropriate supplemental disclosure for mortgage REIT. For these purposes, the company defines core earnings as GAAP net income/loss excluding non-cash equity compensation expense, the incentive fee, depreciation and amortization, any unrealized gains, losses or other non-cash items recorded in net income for the period, regardless of whether such items are included in other comprehensive income or loss, or in net income. The amount will be adjusted to exclude one-time events pursuant to changes in GAAP and certain other non-cash charges as determined by and approved by a majority of the independent directors of the company. A reconciliation of core earnings to net income/loss attributable to common shareholders to most directly comparable GAAP financial measure can be found in the company's earnings release issued earlier this morning and posted on the company's website at arescre.com. I will now turn the call over to Mr. Michael Arougheti, Ares Commercial Real Estate Corporation's Chairman.

Thank you, operator. Good morning everyone and thanks for joining us for our fourth quarter and year-end 2012 earnings call. I am joined on the call today by John Bartling, our CEO, Bruce Cohen, our President, Tae-Sik Yoon, our CFO and Carl Drake who heads our investor relations activities. Before we discuss our results, I thought it would be helpful to put recent market trends in to context and give you our perspective on how these trends impact ACRE. Ts many of you know, aggressive central bank policies and a global thirst for yield from investors have created abundant liquidity in many markets and increased investor confidence since volatility has declined. While this liquid environment has naturally tightened credit spreads to lenders, it has been very supportive of credit performance and asset values and the outlook for defaults remains moderate. In addition, corporate issuers are benefiting from strong access to debt and equity capital markets at attractive levels. From a macroeconomic standpoint, growth remains slow yet is at a sufficient level to drive fundamental improvement. Recent gains in employment, housing, and income levels have provided a sounder foundation for our economy and for the commercial market. Property values and cash flows have increased, supply continues to be restrained and vacancy rates are moderate. Stronger liquidity in the commercial real estate market has facilitated a more active financing environment including a rebounding CMBS market. Based upon the stronger fundamentals, we are seeing increased equity capital flowing into our core markets creating additional opportunities for us. When we consider the spread tightening against the improving fundamentals, we continue to believe the commercial real estate market provides compelling opportunities to generate attractive risk-adjusted returns relative to other classes and the current low level of interest rates. While competition for certain assets has increased,…

Thanks, Mike. Let me start by highlighting our accomplishments for the fourth quarter and last year, during which we completed our IPO in May. As you can see from our earnings release, we finished the year strong by closing seven new loan commitments totaling $187.2 million in the fourth-quarter alone, six of which were collateralized by multifamily properties. We ended the year with a diversified investment portfolio of 15 loans in 12 different markets totaling $405.7 million in commitments and $356.7 million in outstanding principal. The portfolio carries an attractive unleveraged effective yield of 7.4% including a 6.8% on senior loans with a weighted average loan-to-value at origination of 75.6% and 11.4% on subordinate loans with a weighted average loan-to-value at origination of 69%. We expect that our unleveraged returns will be enhanced as we apply appropriate leverage to our senior first mortgages and we believe that we are generating attractive returns for the conservative risk positions we hold. In addition, we are very pleased with the portfolio's performance as all investments are tracking on plan at year-end. We experienced considerable investment momentum over the final two quarters of 2012 as we originated over $300 million in new investment commitments out of approximately $11 billion in sourced opportunities over that same timeframe. This transaction momentum reflected a few factors. First, our reputation for providing flexible capital and certainty of execution resonated with clients focused on acquisitions with critical time requirements. Secondly, we continue to benefit from repeat business with incumbent relationships. Finally, improving fundamentals, steady to rising property values and aforementioned concern over potential tax change facilitated transaction activity, particularly during the fourth quarter. Near the very end of the fourth quarter, we carefully explored all of our options for raising new capital after we had invested substantially all of…

Right, thank you, John, and good morning. I will now present the financial results of our company for the fourth quarter as well as for the full year of 2012. On our website this morning, arescre.com, we posted our fourth quarter and full year 2012 earnings announcement as well as a copy of our 2012 10-K that was filed this morning. During the fourth quarter of 2012 our loans held for investment generated approximately $4.9 million of gross interest income, our associated interest expense was $1.3 million, resulting in a net interest margin of approximately $3.6 million for the fourth quarter. For the full-year our loans generated approximately $9.3 million of gross interest income, compared to about $2.3 million of interest expense for a net interest margin of $7 million. Other expenses for the fourth quarter totaled approximately $2.5 million including base management fees, third-party professional fees and other general and administrative expenses. As we mentioned on our prior earnings call, to make certain that we have the resources and the staff to successfully execute our business plan as a national direct lending platform, we have build out our infrastructure in size to manage a much larger asset base than the one we currently have. However once we reach greater scale in terms of our loans held for investment as well as our capital base and revenue, we expect to see better absorption of our operating expenses. For the year, our expenses totaled approximately $6.1 million. For the fourth quarter of 2012, our net income attributable to common stockholders was $1.1 million, or $0.12 per basic and diluted common share. Our core earnings for the fourth quarter were $1.3 million or $0.14 per basic and diluted common share after adding back $146,000 a non-cash stock-based compensation and $97,000 unrealized non-cash…

Thanks, Tae-Sik. In summary, we are proud of our achievements in our first partial year as a public company and we are excited about our future prospects. During 2012, we accessed the equity markets as the only commercial mortgage IPO and we demonstrated access to the convertible notes market later in the year. Since our IPO we have originated a strong portfolio by leveraging our team and infrastructure in place and we have closed over $350 million in new investments through the end of the first quarter of 2013. From a market perspective, we believe we have established ourselves as a credible and flexible one-stop provider of transitional and acquisition capital in the midsized commercial real estate lending sector for investments in the 30 million to $75 million range. Our fourth quarter momentum was very strong and with our most active quarter-to-date of new investments. While our first quarter net fundings were lower compared to the fourth quarter due to seasonality and other market factors, we were able to put over half of the capital that became available to us as a result of our issuance of convertible notes to work an attractive new investments at the tail end of the first quarter. This seasonality appears to be behind us as evidenced by the pick up in the investments we have just recently originated over the last several months and the size of our current investment pipeline reflecting the strengthening market and our platform breadth. Finally, as Mike stated earlier, we continue to believe the market dynamics ahead of us are compelling and have reinforced our strategy. If last year proved one thing to us, it is that we offer a unique value proposition to the market. We not only originate product directly but we also offer a high service…

(Operator Instructions) Our first question will come from the Steve DeLaney for JMP Securities. Please go ahead.

Thank you, good morning, everyone. My first quarter has to do with how you are viewing the developments in the CLO market, and I guess specifically in addition to the fact that CLO financing or CMBS, however you actually structure it, in addition to being nonrecourse and permanent match funded, do you believe that over the course of 2013, there might be some potential for interest cost savings through a structured financing as compared to your use of your three bank facilities. Thanks.

Hi, Steve, thank you very much. It's John. Absolutely, we think that the CLO market is forming. It's becoming attractive and we do believe that we will be able to access it in 2013 and lower our overall cost of funding, managing the right hand side of our balance sheet is as important to us as our investment activity on the left hand side of the balance sheet. So we see that as opportunity to improve our net interest margin and we are going to be actively watching that market form and you should expect us to be pressing in on it.

And along the same lines, John, thank you, but do you also, from time-to-time, I know when you do a lot of your new co-originations, you are working with an A-Note and a B-Note structure. So when you think about CLOs and taking those first winning positions and essentially selling an A-Note through a securitization, is there also opportunity to work with individual banks on a particular regional bank on a particular loan that might be in their market and is that also an opportunity. So you are not really tapping the capital markets but you are really using your network of commercial bank relationships and basically selling A-Notes instead of issuing a CLO?

You said it very well. Thank you. The good news about Ares or being here at Ares is that we do have dedicated resources not only in real estate but across the whole platform that we leverage off on with our bank relationships whether they are big money center banks or the regional banks or even a local or community bank. We are actively talking to those finance centers where we are working with them on co-origination. We are also working with them on potential opportunities to monetize assets where we think that there is an opportunity to do that. We do look to continue to press in on those relationships. So whether it is the securitized market or it’s the bank market, we are active in it. We have two dedicated resources alone in REIT and real estate and capital markets team that really are doing nothing more than just actively talking to the bank market and the securitization market.

Steve, its Mike Arougheti. Just by way of example, as we talked about it in the prepared remarks, if you look at the investments that we made at the end of the quarter , the B-Notes that we structured carry 12% yield on it. I think there was another benefit that may not be obvious to folks that we have about before is when you start the origination of investment as a whole loan and structuring A/B, we have the ability to fatten the B-Note, if you will, so the attachment point for our B-Note tends to be much higher up to the capital structures than you would see if the origination were coming from the bank. Yet we are not having to give up the yield. So in particular, when you in spread tightening environments like the ones that we have been in general over the last 12 to 18 months, it is quite remarkable that through that direct origination and structuring of the A-Note, you can keep your yields and your risk position intact by effectively arbitraging your liquidity in the bank space.

It should also added that when we control and this is the benefit of direct origination, when you control the origination, you control the dialogue with the borrower. We are in a position them where we in turn go to the bank market and work them on A-Note so that we are getting the best pricing and that is active on every single deal.

Well, thanks guys. I appreciate all the comments and good luck in 2013.

Thank you, Steve.

Our next question will come from Jade Rahmani of KBW. Please go ahead.

Good morning, and thanks for taking the question. I wanted to ask, given your investment capacity pipeline and your comment that 2013 originations could be similar or greater than 2012. Can you discuss how you expect to fund future growth and how you think about increasing leverage versus future capital issuances?

Thanks, Jade, great. Clearly, as we seek to build scale, we will likely need to raise capital. Scale matters here. We have been very upfront that we believe scale is important to our business and we have the infrastructure in place to be a much larger company. Beyond the obvious aspects of it, it does absorb our fixed operating expenses that increases trading liquidity, helps lower our funding costs and improves access to capital. It also increases our value proposition to our clients with larger hold sizes with further diversification to our investors, and improves our ROE. We do have available capital that is from our convert, as Tae-Sik mentioned earlier, around $55 million to $85 million in senior loan capacity. In the near-term, there are several more options in front of us to garner similar balance sheet efficiencies. We are exploring nonrecourse financing structures and the securitization of portfolio financing markets and we will continue to explore other forms of capital. I think the most important thing to notice, as we look at where our price per share was that the end of last year we decided not go into the equity issuance market because we didn’t like where the price was to book. It is a metric but as we look at other metrics in our business, including the benefits to EPS, we are going to continue to evaluate what is the best execution and the form for us to access the capital markets.

Okay, and just a clarification, as of March 29, can you give the available capacity on those three bank facilities?

Sure, we have significant capacity under the bank facilities. In total, capacity in those three bank facilities are in excess of $300 million. The actual drawn amounts under the three facilities as of March 29 is actually just under $199 million. So we still have significant capacity. One of the things that we mentioned early on is our goal to take off some of the capital that we have financed under those three funding facilities, put it into a different type of financing vehicle, whether that be a CLO type vehicle or some other form of permanent capital financing. So that we would expect to free up additional capacity under our three lines.

Okay, and in the investment capacity section of the press release, you refer to leverage of between one to two times with respect to the one loan origination. I believe at the time of the IPO, you are targeting two to 2.5 times leverage and I want to see if anything had changed with respect to your total leverage expectations or targets?

No, it’s a good clarification, Jade. The expectation is that we still are targeting the two, to 2.5. The reason we had indicated the one to two range is, if you look at our leverage as of year-end, you will see that we were sub-scaled in terms of our leverage. We were actually under 1.5 in terms of debt-to-equity. Even with the new loans that we have booked this quarter, we will still be under 2.0. So we wanted to indicate a range that was consistent with where we are today but our stabilized goal is still at that two to 2.5 range in terms of debt-to-equity. When we talk about some of the financing options, we just talked about CLO, other form of financing. Those are the types of vehicles that will allow us to achieve a more optimal leverage that we just discussed.

Okay, thanks for that. Just a final quick one regarding the converged. Should we use the 9.4% effective interest rate that you disclosed in your 10-K for modeling purposes?

Yes, and I think it is important to note that obviously that has three components to it. One is the actual 7% coupon and then you have the additional amortization of the expenses related to the convertible note offering itself. Then we have the amortization of the warrant component, the $1.8 million derivative component. So its really all three of those combined that gets you to that level. Obviously the expense component, we have already paid for that upfront, the derivative component is a non-cash component. So I think it is important to note the 9.4% is all in all-in cost of capital for GAAP purposes. For interest rate calculation purposes, that is higher than what's going to be the actual interest expense that we pay out of pocket each quarter.

Our next question will come Amrita Ganguly of JPMorgan. Please go ahead.

Hi, good morning. This is Amrita and I actually work with Rick Shane at JPMorgan. I have quick questions. The first, I think you just touched on. We were trying to get to that $313,000 of other interest expense and again I thought it was a bit repetitive but I see that about $100,000 as the increase in the derivative mark from the 1.7 when you issued to the 1.8 at (inaudible). Then is that other $200,000, is that the two odd weeks that you had issued, the convert times, the 9.4%? I understand the market is going to be around every quarter, that’s not something that we can predict, but is it fair to say that $200,000 is the appropriate run rate expense going forward?

I think that’s correct. If you look at the $313,000 and there should be a breakout in the 10-K but you will see that $97,000 of that, as you mentioned, is due to the non-cash mark-to-market on the derivative component of the convertible note offering. The remaining $216,000 does relate to that 9.4% cost to capital which, again, includes the various components that we just talked about. The actual coupon, the amortization expenses as well as the amortization of the derivative component itself. But it is important to dissect all three of those and recognize which are actual cash components and which are non-cash components.

Sure. Okay, and then the next question is another quick modeling question as well. One the professional fees, it looks like, and I understand obviously you had a lot of transaction during the fourth quarter, so it makes sense, but the expenses were noticeably higher than the third quarter. So going forward, is that the roughly $500,000, should we think about that as kind of fixed cost per quarter or is it relative to the number of originations or the volume of originations? How should we think about that going forward?

Sure. I think it is hard right now with, the fact that we went public back in May of last year, to give very normalized run rate on the professional fees. As you mentioned, it will fluctuate depending on the activity for the quarter. It will depend upon some of the things that we are looking at, some of the other issues that come up. So there is going to be some variability in the professional expense. As you mentioned in the third quarter, that amount was lower than what we booked for the fourth quarter, different than what we booked in the second quarter. While we do have some estimates for that, right now, its hard to give you too much predictability in professional fees. I would say that, what we have experienced in the last couple of quarters, is a pretty goof indication overall. So to give pinpoint number at this point would be a little difficult.

It would be premature. Okay, excellent. Thanks so much.

Thank you.

And we have no additional questions at this time. I would like to hand the call back to Mr. Bartling for his final remarks.

Thank you very much everybody for joining us today on the call. I think what you are hopefully seeing is us grow our business the way we had hoped to grow it. We are very excited about the fourth quarter and what we are doing. Ares remains one of the largest shareholders and as such we very great track record of always doing what is right to build this business and we are working hard to do it. So everybody, have a good day and we will talk soon. Thank you.

Ladies and gentlemen, this concludes our conference call for today. If you missed any part of today's call, an archived replay of this conference will be available approximately one hour after the end of this call through April 15, 2013 to domestic callers by calling 877-344-7529 and to international callers by dialing +1-412-317-0088. For all replays, please reference conference number 10025354. An archived replay will also be available on a webcast link located on the home page of the investor resources section of our website. You may now disconnect your lines.