Good afternoon, and welcome to the Ares Commercial Real Estate Corporation's Conference Call to discuss the Company's Second Quarter 2020 Financial Results. As a reminder, this conference is being recorded on August 6, 2020. I will now turn the call over to Veronica Mayer from Investor Relations. Please go ahead.

Good afternoon and thank you for joining us on today's conference call. I am joined today by our CEO, Bryan Donohoe; David Roth, our President; Tae-Sik Yoon, our CFO; and Carl Drake, our Head of Public Company, Investor Relations. In addition to our press release and the 10-Q that we filed with the SEC, we have posted an earnings presentation under the Investor Resources section of our website at www.arescre.com. Before we begin, I want to remind everyone that 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 words such as anticipates, believes, expects, intends, will, should, may and similar expressions. These forward-looking statements are based on management's current expectations of market conditions and management's judgment. These statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. The Company's actual results could differ materially from those expressed in these forward-looking statements as a result of a number of factors, including those listed in its SEC filings. Ares Commercial Real Estate Corporation assumes no obligation to update any such forward-looking statements. During this conference call, we will refer to certain non-GAAP financial measures. We use these as measures of operating performance, and these measures should not be considered in isolation from, or as a substitute for, measures prepared in accordance with generally accepted accounting principles. These measures may not be comparable to like-titled measures used by other companies. With that, I will now turn the call over to Bryan Donohoe.

Thanks, Veronica, and good afternoon, everyone. At the onset of the COVID-19 pandemic and its disruptions to the real estate markets, we immediately set several goals and objectives. We aim to maintain stable earnings and use our asset management capabilities to preserve our strong credit quality. We also sought out opportunities to selectively divest certain assets to enhance our liquidity and manage risk exposure. With respect to the balance sheet, we focused on managing our lender relationships and reducing overall leverage. Our overarching goal was to execute on these objectives and protect shareholder value, and I'm pleased to say that we have made progress in all of these areas during the second quarter and into this current quarter. The work that we completed leading into 2020 has given us a very strong foundation to weather significant economic headwinds. For example, over the last few years we strategically positioned our portfolio to be conservative and well-diversified. The portfolio was comprised of 95% senior loans across 50 investments in 17 different markets with limited exposure to gateway cities. We focused our originations primarily on multifamily, office and industrial properties with limited exposure to hotels and retail. We also built in LIBOR floors to protect our earnings in low interest rate environments. Furthermore, we maintained diversified sources of funding, particularly with respect to hotel loans and we refused to finance our loans with spread-based mark-to-market facilities. As a result, we are proud that our portfolio has performed well, and that our balance sheet remains sound. We have not made any fundamental changes to our business, but rather we have focused on opportunities to enhance our position, and we're excited about the outlook for our Company. Let me now walk through our financial results at a high-level, and some of the specific progress we…

Great. Thank you, Bryan, and good afternoon, everyone. Earlier today, we reported consistent core earnings of $10.7 million or $0.32 per common share. In part, as 94% of our loans have LIBOR floors at a weighted average rate of 1.77%, an additional 2% of our loans are fixed rate. Our GAAP net income was $9.8 million or $0.29 per common share. Our GAAP earnings were impacted in the second quarter primarily due to an unrealized loss of $4 million or approximately $0.12 per common share in connection with marking to market 3 loans held for sale that were subsequently sold in the third quarter. In addition, our REO property, Westchester Marriott, had a loss of approximately $2.2 million or $0.06 in the second quarter. While the Marriott, Westchester had been adversely impacted by the pandemic like most service hotels focus on business travelers. We have taken numerous initiatives to limit expenses and start to rebuild its revenue base. In essence, we have effectively converted the hotel to a limited service model, and we have focused our sales and marketing team to solicit government and other essential workers. We're also benefiting from a significant reduction in competition as a few neighboring hotels are closed or closing, some of which we understand may be permanent. Our progress is expected to be seen in the third quarter with expected losses to be materially curtailed. Turning now to our liquidity. As of yesterday's close, we had approximately $80 million in unrestricted cash. In addition, we believe that we have available to us further sources of liquidity should the need arise. For example, we have remaining unfunded capacity under our FL3 securitization and we believe that we could monetize additional loans, particularly those backed by multifamily properties at par or close to par. Now let…

Thanks, Tae-Sik. To sum it up, we are really proud of the significant progress we have made with respect to our objectives of enhancing liquidity, maintaining strong profitability, and improving credit quality, while protecting shareholder value. We are pleased with the performance of our portfolio and the hard work and dedication of our entire team. We are all stronger for persisting through the last five months together, which makes us better positioned to navigate the road ahead and to take advantage of the opportunities we believe we will find in the market going forward. With that, I'd like to ask the operator to open the line for questions.

[Operator Instructions] And our first question comes from Stephen Laws of Raymond James. Please proceed.

I guess to start, Tae-Sik, you talked a little bit about leverage in your prepared remarks and that it will -- you -- the Company was going to continue to look for ways to reduce it from here. Is there a target you have in mind? Or what do you think about is the right leverage level to operate the business going forward? And how does that maybe target move around based on the mix of mark-to-market versus non-mark-to-market financing facilities that you have?

Sure. Good afternoon, Stephen. Thanks so much for your question. No. That's a great question. While we don't have, I would say, a target per se, in the past, we had sort of mentioned 3.0 debt-to-equity as sort of the right balance between leverage and earnings. And I think we have been successful in staying within plus or minus that 3.0 debt-to-equity ratio. I would say right now, we're underneath that 3.0, if you want to call it, approximately 2.5 to 2.75 is sort of the target range overall. But having said that, I think it's important to point out that, again, it will depend on the multitude of factors, I think you suggested one of them, which is really important, which is our recourse leverage those that are subject to potential margin calls, even if they are simply credit-based and not spread-based, what is termed out? What is less termed out? What is the rate of that financing? What is the maturity of that financing? So there is a multitude of factors that we're taking to account. But I would say generically, just given current market conditions, we would like to seek to reduce our leverage further from that 2.9 total leverage ratio that we have today, the 1.9 recourse leverage ratio today, tweak it down a little further, but again, it will be an evolving situation based upon the totality of what our liabilities and, of course, asset performance looks like. And, of course, it's a fact that we are 95% senior that I think when you compare our leverage ratio to maybe some of our peers who may not be as focused on senior. And that leverage ratio really needs to take into account some maybe the off-balance sheet leverage that others may have on their loans. So, again, I just want to emphasize that. We are 95% senior and therefore, the leverage ratio should really be taking into consideration with that into account.

Great. And then unfunded commitments, I think I saw the total in the funded, it's about $250 million I think. Please correct me if that's not right. But can you talk a little bit, of the $250 million, how much of that is available to be drawn down now? How much has milestones or completions attached to it? Or for leasing up assets? Can you talk about how you expect that $250 million to be funded over time?

Sure. As you know, the type of loans that we have historically made are transitional loans, where we fund the majority of the commitment upfront. So we certainly have in most of our loans, a component of the commitment that we believe will be funded over time. The primary use of that funding over time, the unfunded commitments, is really what we call good news money, right. Good news money associated with leasing of assets, so that for the dollars are necessary for tenant improvements, for leasing commissions, capital expenditures that may be necessary or part of that. And so, when we put money out, for the most part, we think that's a very positive, that means that there has been very positive progress in the business plans of the underlying properties themselves. So you're right, we do have approximately $250 million outstanding. I think they can't just simply draw the money, like these are not unfettered credit lines where a borrower can just simply do a drawdown notice and ask for that $250 million. They have to meet milestones, they have to hit the good news that we've talked about. It has to be in accordance with business plan. So there are, loan by loan, different milestones that are necessary to be met in order for those dollars to be gone down. But I would say, for the most part, again, the majority of that $250 million is for positive events that have happened in the underlying property. And obviously, we're prepared to fund those dollars because we believe it enhances the underlying collateral values of the properties themselves due to increases in cash flow.

Great. Last question for me. I think I ask every quarter, but the Ares facility, I know it's been a pre-funding facility, but you're not really doing the new originations now to prefund the portfolio, I don't think. Has there been any development with that facility? Is there any optionality to it that you could use that financing for something else? Or how do you think about that facility as far as being there if you do a new origination, are you looking for stuff that you may like to put on that? Or kind of any update around the Ares facility.

No, absolutely. The Ares facility has been a tremendous benefit to ACRE pre-pandemic and during the pandemic. So one of the potential uses is given the liquidity of ACRE, given the balance sheet of ACRE, if we found a very attractive investment that we, at this moment don't want to take on to ACRE's balance sheet, but do want it as future inventory, it is certainly something we can do using the Ares warehouse. The other potential use of the Ares warehouse in this current market environment is that -- and I think we had mentioned this a little bit in our first quarter earnings call as well, is that we can use it sort of in the reverse direction that may be the primary purpose. In other words, we could take a loan that is already on ACRE's balance sheet, sell it to the Ares warehouse to free up capital on ACRE's balance sheet with the potential and with the option to buy back in the future. I would just say all of that would be done at fair market values. But again, it does provide an additional source of potential liquidity for ACRE, if and as needed.

Our next question comes from Douglas Harter of Credit Suisse.

This is actually Josh Bolton on for Doug. You talked about in your prepared remarks, talking about going on offense or the ability to start going on offense. I'm wondering if you can talk a little bit about the pipeline that you're seeing or the opportunities you're seeing currently. And how spreads available today compared to what you were seeing pre-COVID?

Yes, absolutely. I think what we've seen over the last 45 to 60 days is a pretty significant expansion in the pipeline of opportunities. I'd still say that's coming off of a relatively low bar during the more acute portion of the COVID crisis, but we've been very pleased with what we're starting to see. Still, I'd say a small percentage of those would fall in the actionable category. But we would expect that during the tail end of the third and into the fourth quarter will be fine. And just following the trend lines over the last 60 days, as I said, I think we'll try to -- we'll be successful in churning up some opportunities that are actionable. With respect to your latter question regarding spreads, what we've seen is significant movement beyond the decline in LIBOR. So obviously, over the last 18 months, we've seen a decline in LIBOR in the neighborhood of 150 basis points. I would say, that spreads are now wider by a greater margin than that. So think about an average loan, just if I'm thinking apples-to-apples in at LIBOR plus 3.50% to 3.75% of six, eight months ago, that same loan today is probably 4.75% to 5.00% over. So still an attractive all-in coupon for a borrower, which I think is an important part to make sure we end up with willing buyers and sellers at the transaction table. But what it allows for us is to have the underlying asset. The loan itself will provide a much greater proportion of all-in yield relative to some of the financial engineering and levered returns that we've seen in the marketplace over the past 18 months. So, all in all, we feel the expansion in the pipeline has been significant and we're pretty bullish on what the fourth quarter and first quarter of next year look like.

[Operator Instructions] Our next question comes from Jade Rahmani of KBW. Jade, please proceed.

Thank you very much. Can you say -- can you give some indication as to whether you expect the current level of earnings to be maintained? You mentioned a few positives that could bolster earnings, including LIBOR floors, as well as some recent improvement in credit and expense curtailment on the Westchester Hotel property. On the other hand, the portfolio is a little bit smaller post some of the actions you've taken. So, just wondering directionally what you're thinking.

Sure. Jade. This is a Tae-Sik. I can start with that question. So, I think the asset transactions that we've talked about, the five that we talked about, while that will have some impact on earnings going forward, we do think it will be mitigated by some of the other aspects that we've talked about, right? So, we do think that the loss on Westchester Marriott heading into the third quarter looks like it's going to be materially mitigated versus even second quarter. We do think that's a full impact of LIBOR floors will continue to be felt in the third quarter. Second quarter, we certainly had a very material impact as LIBOR continue to fall. In the second quarter, it wasn't, what I would call a full quarter's impact of where LIBOR ended up as of June 30. But so far into the third quarter, we've benefited from a much fuller impact for the LIBOR floors. Third, as you said, we are doing what we can to minimize G&A expenses overall. And so, I'll say this sort of without some extraordinary or somewhat one-time events, we do think operating earnings will remain very consistent for ACRE heading into the third quarter and not materially impacted due to the five loan transactions that we spoke about.

Yes. And the one thing I'd add -- just a quick add on, I think. If you think about a normal capital markets environment, wherein LIBOR floor is at the weighted average of 1.7 or thereabouts, that we have relative to underlying LIBOR at -- in the low-double digits. Normally that would be an inducement for accelerated repayments. And as the -- while some of the capital markets have returned to normalcy, there is still a disruption such that that inducement, while people would love to lower their borrowing costs, we're not seeing that accelerated repayment. So, I think we have some stickier loans there, where we will continue to benefit from those LIBOR floors, while being able to continue to stabilize the Marriott Westchester, as well as pursue some one-off idiosyncratic risk situations that will provide higher yield. So, we're pretty happy with the portfolio and what it's been generating and what we expect it to continue to generate.

The one-off idiosyncratic. Go ahead. Sorry about that.

Yeah, Jade. Yeah, I'm sorry. One other thing I just want to add to your question is, in terms of core earnings for the third quarter, I think this should be apparent. But just to make sure that the $4 million mark-to-market loss that we took in the second quarter that impacted GAAP earnings did not impact core earnings since the definition core earnings would add back unrealized gains and losses. Third quarter, as we mentioned, those transaction did close. And so, the impact of that $4 million will go through core earnings in the third quarter. So, I think you're probably already aware of all that, but I just wanted to point that out.

Right. And would there be somewhat of an offset in the reserve based on that?

You mean CECL reserves?

Yes. The -- I mean, provision for loan losses inclusive of CECL.

For the third quarter, obviously, it's a little too early to tell. But as we mentioned in our Q and prepared remarks that of the CECL reserve that change that we had in the second quarter, about $1.2 million of that was due to the transactions that resulted in the sales in the third quarter. So, that's already, in essence, been taken into account in the CECL reserve because when you transfer a loan from held for investment to available for sale, you then are marking that mark-to-market, and so you're taking off the previously held CECL reserve against it. So, there may be additional movements in the third quarter, but in connection with the actual transactions themselves, those have already been accounted for in the second quarter.

Okay. Got it. So, the core operating earnings could be consistent, but there is the realization of that loss that would run through core earnings in the third quarter.

Correct.

Okay. In terms of the second quarter, away from loan sale activity, did you -- what was the magnitude of loan repayments, ordinary course loan repayments?

So for second quarter, we really did not have material loan repayments. We obviously didn't refinance the $138 million now loan that that Bryan referred to. So that technically is a repayment and a new origination, but obviously it was really a refinancing of our own loan. Subsequent to second quarter in early July, we did have a repayment of approximately $50 million, and this was an ordinary loan repayment, actually happened earlier than the stated maturity. And so, we did have that loan repayment but that happened early third quarter, not second quarter.

Got it. Are you -- to paying any additional repayments in the third quarter? And should we expect the fundings of previous commitments to be similar to what took place in the second quarter?

Sure. I think we're obviously closely monitoring business line progress and availability of capital that would permit refinancings or payoffs of our loans. And right now, I think we don't expect there to be material amounts, but there could be some level of repayment in the third quarter. It certainly would not be commensurate with pre-pandemic levels. There could be some repayments in the third quarter. And then as far as future funding is concerned, I think as we mentioned, we have about $250 million of unfunded commitments. That is over the remaining expected life of all 50 loans held for investment. So it's spread out across quite a few investments. It is very bespoke, loan by loan, situation by situation, transaction by transaction of when those money get drawn, I would say we have historically had, call it, plus or minus $25 million per quarter. Again, that is a very, very general number. So I wouldn't count on that being the number for any specific quarter, but that's kind of been what we've seen in the past.

Our final question comes from Chris Muller of JMP Securities.

Ron for Steve today. I wanted to see if you could just give some general commentary about the student housing in the portfolio. We've heard some positive trends from some other people in the space. So I just wanted to see what you guys had to say about it.

Yes. We would probably echo that. I think it's been a very positive last 90 days in the space, owing a little bit to less folks being housed on-campus and pushing some demand off-campus. But universally, we've seen occupancy and rate outpace 12 months ago. And importantly, to add on their early in the COVID crisis, what you saw with the leasing at these properties was that they effectively had an out clause if schools didn't open or if COVID caused some resurgence there. And almost universally, we've seen that clause and the leases go away, that they're binding and they're maintaining the same amount or a similar amount, I should say, of parental guarantees on those leases. So in sum, we think the loans -- the lease structures are positive and again far outpacing last year's pace of leasing and rate.

This concludes our question-and-answer session. I would now like to turn the conference back over to Bryan Donohoe for any closing remarks.

Yes. Thanks, everyone, for joining today and spending time with us. We really appreciate your continued support of ACRE. And we look forward to speaking to you again on the next earning call. Be well, and 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 call will be available approximately 1 hour after the end of this call through August 20, 2020. To domestic callers, by dialing (188) 344-7529 and to international callers by dialing 1 (412) 317-0088. For all replays, please reference conference number 10146422. An archived replay will also be available on a webcast link located on the homepage of the Investor Relations -- Resources section of our website. Thank you very much.