BrightSpire Capital, Inc.

Greetings ladies and gentlemen and welcome to Brightspire Capital second quarter 2022 earnings conference call. At this time all participants are in listen only mode. The question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference please press star then zero on your telephone keypad. As a reminder this conference is being recorded. I'd like to turn the conference over to your host, Mr. David Palame, General Counsel.

Good morning, and welcome to Brightspire Capital's second quarter 2022 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 Saraceno. Before I hand the call over, please note that on this call, certain information presented contains forward-looking statements. These statements are based on management's current expectations and 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 10Q 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, August 3rd, 2022, 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, present reconciliations to the appropriate GAAP measures and an explanation of why the company believes such non-GAAP financial measures are useful to investors. And before I turn the call over to Mike, I will provide a brief recap on our results. The company reported second quarter 2022 GAAP net income attributable to common stockholders of $34.3 million, or 26 cents per share, and distributable earnings and adjusted distributable earnings of $31.4 million, or 24 cents per share. The company also reported GAAP net book value of $11.26 per share and undepreciated book value of $12.42 per share as of June 30, 2022. With that, I would now like to turn the call over to Mike.

Thank you, David. Welcome to our second quarter earnings call, and thank you for joining us today. Given the exceptional market volatility in this past quarter, I will focus my comments on market conditions as a segue into Andy's comments on capital deployment and portfolio activity. Finally, our CFO, Frank Saraceno, will discuss our second quarter financial performance. Starting first with the headline, we had another quarter of earnings growth. Distributable earnings increased from $0.22 per share in Q1 to $0.24 per share in Q2, more than fully covering the quarterly dividend of $0.20 a share. The lending strategy that Brightspire has undertaken since emerging from the pandemic was designed for challenging market conditions. Our portfolio is more diversified than ever before, with an average loan size down from $50 million in 2020 to $35 million today. Over that same period, our multifamily segment has grown from 30% to 52% of our loan portfolio, and 80% of all new loan originations have been acquisition financings. Our middle market lending program targets higher population growth regions, drive-to-work markets, and value-add asset level strategies. This portfolio strategy was designed to reduce large loan risk concentrations with a focus on assets whose underwritten NOI growth projections should outperform these rate increases. On our previous two earnings calls, I specifically referenced record levels of inflation and the Federal Reserve's well-advertised plans to increase interest rates. Rather than rehashing macro events of the last quarter, I will simply state that it is abundantly clear that these market dynamics have begun to permeate the economy. The capital market's reaction has been to shift into risk-off mode, brought on by these sharp interest rate increases. Just recently, the Treasury yield curve inverted to its widest spread in 20 years, while credit spreads have continued to widen. Overall market sentiment has become extremely bearish, and this was validated with last week's report indicating GDP declined again during the second quarter. With two quarters in a row of GDP contraction, we have technically entered into a recession, although its ultimate length and depth remains uncertain. If the current strong employment numbers can hold up, it will make any downturn more shallow. Separately, there also seems to be a disconnect between public equity markets and the Treasury and credit bond markets. Equities are rallying on recession news, while 10-year Treasury rates have moved lower and credit spreads have widened. Based on history, we think the bond markets have it right. Turning now to commercial real estate lending. The market volatility, along with higher costs of capital in both benchmark indices and credit spreads, cause commercial real estate investment sales and lending activity to meaningfully contract during the second quarter. Accordingly, at Brightspire, our origination volume has been trending lower. This is not just lenders being more cautious. As I mentioned on the last earnings call, the reverse information feedback loop from lenders to mortgage bankers back to borrowers and asset sellers has worked to substantially shrink transaction sales and refinancing pipelines. Therefore, the demand for commercial real estate credit has contracted. CMBS and CLO mortgage loan securitization volume has followed suit and declined in June and July, while CLO spreads have widened further during the quarter. Given these market conditions, we will be delaying the issuance of our third CLO in the near term and will reassess the market in the next few months. We concur with others that the dearth of new issuance, along with AAA CLOs already yielding over 5%, should lead to spread tightening in the coming months. It makes sense that these market dynamics would also result in a slowdown in existing loan payoffs, which we are in fact seeing in our own portfolio. Borrowers who have engaged in selling properties have suspended the marketing process in favor of maintaining their existing financing while continuing to execute on their asset level business plans. All of our loans have built-in extension options subject to meeting certain criteria. In the meantime, With interest rates and replacement costs both higher, construction development and single-family home sales should continue to slow. We therefore expect that multifamily occupancy rates will continue to benefit from both sides of supply and demand. As a result of these risk-off market conditions, Brightspire has shifted its focus with an eye toward maintaining higher levels of cash liquidity. While we will continue to selectively quote new loans, actionable lending opportunities have become increasingly scarce. This will continue to be the case until lenders and property owners see signs of market and valuation stability. This will require meaningful indications of downward inflationary trends, along with more visibility as to the length and extent of the Fed's rate increases. Until that visibility occurs, maintaining higher levels of cash liquidity is prudent. This is a time to closely monitor our balance sheet and stay especially close to our borrowers and banking counterparties. With that, I would now like to turn the call over to our president, Andy Witt. Andy?

Thank you, Mike, and good morning, everyone. After averaging nearly 500 million of new originations in each of the five previous quarters, the pace of capital deployment has slowed as a result of the themes Mike highlighted. During the second quarter, the company closed on $306 million in aggregate loan commitments across nine newly originated loans with an initial loan funding of $279 million. All of these investments are floating rate first mortgages on cash flowing assets. During the month of June, we did not close any loans. However, subsequent to quarter end, we have closed three loans for a total commitment amount of $91 million. During the second quarter, our loan portfolio grew slightly and currently stands at $3.8 billion and total assets of $5.3 billion. As highlighted last quarter, the number of loans quoted has declined. As a result, we are committing to fewer loans. As expected, our pipeline of actionable opportunities has declined as market participants adjust to the new normal, most notably higher interest rates and the associated implications. We anticipate a slow Q3 in terms of new originations as we are quoting new loans on a highly selective basis. Counterbalancing the decline in new originations has been a slowdown in loan repayments. During the second quarter, we received $248 million in repayments across eight loans and one partial pay down. Given the macroeconomic environment, we now anticipate loan repayments for the remainder of the year to be approximately $200 million per quarter, significantly less than the $400 to $500 million we anticipated at the start of the year. Staying ahead of prepayments and deploying capital on a net basis was the focus going into 2022. At this point, we feel it more prudent to temporarily shift our stated business plan of deploying company liquidity, which currently stands at $438 million, in favor of maintaining higher levels of cash on the balance sheet. We believe this best positions the company to take advantage of future opportunities. In the meantime, our earnings continue to benefit from the tailwinds associated with rising SOFR as earnings are positively correlated with increasing interest rates. The composition of our portfolio in terms of segment weightings remains relatively constant with the previous quarter. During the second quarter, there were a number of notable events within the loan portfolio, including the disposition of an equity kicker, the partial pay down of a pre-development land loan, and an increase in our CECL reserve. In the beginning of the second quarter, we executed on the sale of an equity kicker related to a portfolio of industrial assets previously sold in 2019, generating a $22 million gain on sale. The company also received a substantial pay down of $51 million on a risk-rated IV investment that also reduced our exposure to pre-development land loans. The remaining balance for this loan is $57 million with a net exposure of $30 million. Frank will elaborate on the increase in our CECL reserve. As of June 30, 2022, excluding cash and net assets on the balance sheet, The loan portfolio is comprised of 110 investments with an aggregate gross book value of $3.8 billion and a net book value of $946 million, or 82% of the portfolio. The average loan size is $35 million, and our risk rating is 3.1, unchanged from last quarter. First mortgage loans now constitute 97% of our loan portfolio, of which 100% are floating rates. Multifamily loans represent 52%, and office and industrial combined comprise 33% of the loan portfolio. 73% of the collateral is located in markets that are growing at or above the national average growth rate. We continue to manage the liability side of our balance sheet through a combination of financing sources, which include warehouse facilities across five primary banking relationships, totaling $2.25 billion. During the quarter, the company upsized two of its warehouse facilities by $200 million in total. As of today, availability under our warehouse line stands at approximately $712 million, which represents a 68% aggregate utilization rate. Additionally, we have two outstanding CLOs totaling $1.7 billion. At present, 43% of our loan collateral has been contributed to CLOs 54% is on our warehouse line, and 3% is unencumbered. Our 2019 CLO has a total collateral balance of $867 million. The reinvestment window for the CLO has expired, and as such, each loan payoff will result in a reduction in the advance rate and an increase in the cost of funds. We anticipate collapsing the CLO at some point over the next 12 months. the timing of which will be dictated by loan payoff velocity and market conditions. As for the CLO we issued in 2021, we continue to actively manage reinvestments. In summary, the company had a productive second quarter, modestly growing our portfolio and increasing recurring earnings. Our near-term focus has pivoted from net deployment to now maintaining higher levels of liquidity given the macroeconomic backdrop. Now, I will turn the call over to our Chief Financial Officer, Frank Cerasino, to elaborate on the second quarter results.

Thank you, Andy, and good morning, everyone. I would like to draw your attention to our Supplemental Financial Report, which is available in the Shareholders section of our website. The supplement continues to provide asset-by-asset detail, as does our Form 10-Q. For the second quarter, our distributable earnings and adjusted distributable earnings were each $31.4 million or $0.24 per share. Additionally, for the second quarter, we reported total company gap net income attributable to common stockholders of $34.3 million or $0.26 per share. Gap net income includes the $22 million gain Andy referenced earlier and is therefore higher than distributable earnings and adjusted distributable earnings, which excludes this gain. Company second quarter gap net book value of $11.26 per share remained unchanged from the prior quarter, while undepreciated book value increased by $0.06 to $12.42 from $12.36 per share. The increase is primarily driven by share repurchases and the asset sale previously highlighted, partially offset by an increase in our CECL reserves, FX translation related to our Norway office net lease assets, and our annual ordinary course employee share grant. I would like to quickly bridge the second quarter adjusted distributable earnings of 24 cents versus the 22 cents recorded in the first quarter. The increase is primarily driven by the full quarter impact of loans originated during 1Q and the increase in the benchmark rates. Additionally, during 2Q, we received a non-recurring prepayment fee related to a loan repayment. Adjusting for this one-time item and heading into 3Q, our adjusted distributable earnings quarterly run rate is closer to $0.23 per share. As for the remainder of the year, the rapid pace and level of deployment over the last 18 months combined with slower-than-expected repayments has us well-positioned to maintain higher levels of cash while continuing to produce adjusted distributable earnings that support the $0.20 per share quarterly dividends. Furthermore, our earnings are now directly correlated to and poised to benefit from rising interest rates. We provide more data in our supplemental financial report, but an illustrative 150 basis point increase in the benchmark rates from the June 30th spot rates would add roughly $10.8 million to our annual earnings, or about $0.08 per share. All else being equal, this translates to an ROE increase in our loan book of approximately 110 basis points. It is also worth noting that one month into the second quarter, base rates already increased by approximately 60 base points. Turning to our dividend, given our adjusted distributable earnings performance for the second quarter, we declared a $0.20 per share versus a $0.19 in the first quarter. This implies a year-to-date payout of approximately 85%. Moving to our balance sheet, our total at-share undepreciated assets stood at approximately $5.3 billion as of June 30, 2022. Our debt-to-assets ratio was 66%, and our debt-to-equity ratio was 2.2 times at the end of the second quarter, up from 2.1 times as at the end of the first quarter. This increase was primarily driven by new senior loan origination and share repurchase. As for common stock repurchases, during the quarter, and as previously announced, our Board of Directors authorized a $100 million stock repurchase program. To date, we have repurchased approximately 5.3 million shares, totaling $44 million at a weighted average price of $8.31 per share. This resulted in the 16 cents of undepreciated book value per share accretion. The repurchased shares include 25.4 million of OP units and 18.3 million shares of BRSP common stock. The OP units were owned by a third party going back to the data formation. In addition, our liquidity as of today stands at approximately 438 million between cash on hand and availability under our bank revolving credit facility. At present, we believe our financing arrangements provide us with the liquidity and flexibility we need to manage and grow our business for the foreseeable future. Looking at risk rankings and CECL reserves, we had neither any impairments nor any non-accrual loans during the quarter. One loan changed risk ranking from a two to a three due to a refinancing as all new loans initially begin with a three ranking. Altogether, our average loan portfolio risk ranking at the end of the second quarter was 3.1. This is unchanged from one Q level. And finally, our CECL provision was $45.1 million, an increase of approximately $10.2 million from the prior quarter. The higher CECL reserve is driven by the current macroeconomic outlook, as well as newly originated loans. That concludes our prepared remarks, and with that, let's open the call for questions.

Operator?

Thank you very much, sir. Ladies and gentlemen, at this time, we will be conducting a question and answer session. If you would like to ask a question, please press star and then one on your telephone keypad. Confirmation turn will indicate that your line is in the question queue. Please press star two if you would like to remove yourself from the question queue. For participants making use of speak equipment, it may be necessary for you to pick up your handset before pressing the star keys. We'll pause a moment while we poll for questions. The first question comes from Eric Hagen of PTIG.

Hey, thanks. Good morning, guys. Hope you're well. Is there maybe a couple for me here? Is there a minimum level of liquidity that you expect to operate with based on the comments you made in your opening remarks? How should we think about the dividend and the expectation for stock repurchases in light of those comments? And second, when you talk about the loan size coming down, what do you think is the advantage of that or why is it a feature that investors should be drawn to, especially in this environment? Does it speak at all to the quality of the sponsor? or the financing that you're able to achieve when you make that loan. Thanks.

Hey, Eric, how are you? Good morning. It's Mike. Thanks for your question. So let me handle the loan size first. It's always been our focus to be a middle market, and to be at loan sizes that kind of range from, you know, the 20s into sub-$100 million range. And the reason for that is, and based on the company's experience and based on our shareholder equity amount, that we felt that more diversification was a critical feature in risk management here. And so bringing that average loan size down, and it was very barbelled, and as you know, the company historically has taken some very large write-downs on some very big loans. So in this case, we're really trying to diversify the loan balance so that no one loan can really have a big, big material effect on the company. It also helps us when we do securitizations with our diversification of the portfolio. We realize that we're not in some of the larger loan MSAs, but quite frankly, we prefer the drive-to markets for office where you're seeing higher occupancy rates of tenants. You're seeing in areas of Dallas where there are 65, 70 percent occupancy rates or attendance rates, but in places like New York City, San Francisco, you're seeing very low office occupancy rates. And so we're concerned that if you're in the bigger MSAs, you're going to do bigger loans. And we think those MSAs right now are also more risky, especially for office assets. With regard to the cash, we just, you know, as a mortgage rate, you can't be all in all the time because you're perpetually long credit. So we're monitoring the market. And quite frankly, Eric, A lot of our brethren are sitting on a lot of cash, and they express it as dry powder. We're ready to move, take advantage of opportunities. But right now there are, as we said on the prepared remarks, very few actionable opportunities. After 10-plus years of the Fed giving us a put to them, the Fed is now putting back to the market. So right now pipelines at brokers have basically evaporated. and the actionable opportunities are more far and few between. So whether you were designing yourself to sit on cash or not, you're sitting on cash. The prepayments, as Andy said in his prepared remarks, have been slowing, so that's to our advantage. And we don't have a targeted amount. We're looking around the corner, and we're trying to see what things can happen, and we're trying to prepare for them. I think this is a market that nobody has seen before. We have $9 trillion sitting on the Fed's balance sheet. No one is talking about that. We're in an interest rate environment, an inflation environment no one has seen before. We've had 40 years of a treasury market rally. So I think it's prudent to sell an amount of cash. We don't have an amount targeted. Right now, I think it's something in the 270 range. We always said that we were going to operate with $100 million of net cash on the balance sheet to move assets around. So we've got that $175 million. It's earning a 2% for the first time we've seen that number in many years. And, you know, we could look at potentially deploying some of that cash. AAA CLOs have gotten incredibly cheap. As I said on my prepared remarks, they're yielding 5%. Last quarter, I thought they would be yielding 4.5% by the third quarter, and they're yielding 5% in the second quarter. So that's something that we're watching. And if there's a way to maybe deploy cash there and apply a modest amount of leverage, like 50%, you can get to a 7%. yield on that. So we're looking at the CLL market. We do think that the growth of issuance there is going to cause spreads to come in. So right now, $275 million of cash was sitting on. We don't have a predetermined amount of money. The excess is about $175, and we'll just continue to manage that over the next couple of quarters until we see there's visibility and there's actionable lending opportunities.

That's very helpful, Colin. I appreciate that. If I could sneak in one more here. On the 2021 CLO, is there any room for reinvestment that you expect to manage there? Like, as you supposedly delever, again, based on kind of what you talked about in the opening remarks, is there a composition change to the leverage that we should anticipate, too? Thanks.

No, there's no change in leverage that you should be looking at. I did not address your question about the buyback. I'm going to let Frank talk about what we did there and what our thinking around the buyback is.

So just to the buyback, I think as we said, Eric, there's just a bias around the cash right now. And as we have clarity in the coming quarters, we'll look to be opportunistic as far as buying back our stock. But nothing planned at the moment beyond kind of where we are.

And we had an opportunity to buy back units from one holder at a price, and we took advantage of that. So we didn't have to move the market. So we were able to get something done at good levels. in May, but as the market started to get a little bit crazy in June, you would have thought we would have stepped in to buy more, but we were seeing other things happening in the market, enormous spread widening and things like that, and a risk off in the market where we felt that we should pause for a minute. So we can revisit In deploying cash, Eric, we can revisit the share buybacks when we get a little bit more visibility. We had a great window to buy back stock lower than we thought we could, and we'll see where the market goes. If the market improves, stock price improves, and we're going to risk on, we'd much rather put the money out in loans.

That's helpful, Colin. I appreciate you guys. Thank you.

The next question comes from Chris Muller of JMP Securities.

Hey, guys. Thanks for taking the questions. I'm on for Steve today. Can you talk about how loan spreads on new loans have changed over the last six months? And are you guys getting wider spreads on new loans compared to loans that are paying off?

Yes, the spreads have widened. You're getting much wider spreads. You're probably out to a four-handle. in spreads for multifamily and wider for office and industrial, depending on the leverage point. The banks, our bank counterparties have moved out. They are looking at the CLO market. We all are. And they've moved out probably a solid 100 basis points in terms of cost of funds with the banks. The banks are also becoming a little bit more cautious as well. Some banks are actually out there syndicating their warehouse lines. But when you look at where we're quoting spreads today based on where we can execute with the banks and CLOs and get our required ROE returns, effectively the borrowers between index spread and purchasing a rate cap, borrowers are at like 7%. And, you know, the world really doesn't work well at 7% after we've had 10 years of you know, very dovish monetary policy. So I think, as Andrew said in his prepared remarks, that we're all waiting for the new normal to take hold and figure out where that is. And so being at 400 over, Chris, quite frankly, the amount of actionable lending at 400 over is far and few between. Where we could do something, and one of my former colleagues, Brian Harris, mentioned this, I think, on his call, is that there may be room for stretch mortgage lending where you're doing more than 75 percent, 70, maybe 80 percent, and you can get that into your spread as opposed to doing MES. In this market, there's no room for MES. There's no room for additional cost of funds. The cost of funds between index spread and caps has gone up so significantly that there's no room to add MES at 12 percent. So, maybe there's room to do stretch mortgages, but as I said earlier, the pipelines at the brokers, whether it's for transaction sales or refinancing, those pipelines have really dwindled. So I think between now and September, you're going to see very little. And perhaps after Labor Day, some of those transactions will put up their periscopes and come to market. But right now, I think it's going to be very slow for the next quarter.

Got it. That's helpful. Thank you. And then on your comments about the banks, how are they reacting in terms of widening spreads versus just slowing lending overall from what you guys are seeing?

Well, widening spread is their throttle on the engine, right? So by widening spreads, they're basically expressing to us that they want to be more cautious. And they're not jumping up and down saying, oh, gee, we can get stuff at 300 spreads. You're really kind of quoting those spreads to be more defensive and more selective. You have a lot of banks who have warehouse facilities that they're expecting to be unwound in CLOs, and they've got a lot of SASB positions that they're long that they were not able to execute on. So the banks themselves are looking at their real estate positions and saying there's probably some indigestion there, and they're expressing it to their borrowers, like the commercial mortgage REITs, by widening spread. So it's not just a cost-of-fund thing. It's the bank's way of expressing themselves that they'd like to be more cautious about and they'd like to slow it down.

Got it. Helpful. Thanks for taking the questions.

I know, by the way, when they look at AAA CLOs pricing at 275 over, and they're advancing 80% cost of funds, the cost of funds in a CLO, you know, is probably somewhere in the 325 range based on the last execution. So the banks see that for the entire stack down to BBB-, that's a 330 level. 350 level, so to be 80% on a whole loan, it makes sense that the bank should be in the low 300s.

Got it. Appreciate the comments. Thanks, guys. Thank you.

Ladies and gentlemen, just a final reminder, if you have a question, you're welcome to press start in one on your telephone keypad if you'd like to post a question.

Thank you.

Ladies and gentlemen, it seems we've reached the end of question and answer session. And apologies. We have a follow-up question from Eric Hagan of BTIG.

Hey, thanks. I thought I'd sneak in one more. When a sponsor goes to extend their loan, can you talk about any of the terms that may change when they explore doing that or whether there's any thresholds that they need to meet from an operational standpoint for them to extend their loan?

Yeah, we could answer that. Andy, would you like to address that, please?

Sure. So typically what happens is when a borrower comes back for an extension, there are certain covenants in the loan that they have to cover. And then as part of the extension, we get a rate cap. So that's really the process. And those are Those levels are determined on a loan-by-loan basis based on the underlying business plan at the time of underwriting.

Gotcha. That's helpful. Thanks for sneaking me in.

Thank you. Ladies and gentlemen, we have now reached the end of the question and answer session. I will now turn the call back over to Mr. Mike Mazzei for closing remarks.

Well, thank you, and we appreciate you attending today. We realize there were other competing earnings calls at the same time, so thank you for your attendance, and we look forward to speaking to you again on our third quarter earnings call in November. Thank you. Thank you.

Ladies and gentlemen, that concludes today's conference. Thank you for your participation, and you may now disconnect your lines.