Greetings and welcome to the BrightSpire Capital Inc. Fourth Quarter 2022 Earnings Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, David Palame, General Counsel. Thank you, David. You may begin.

Good morning and welcome to BrightSpire Capital’s fourth quarter and full year 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 Saracino. Before I end over the call, 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 10-Q 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, 2023 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 reconciliation to the appropriate GAAP measures and an explanation of why the company believes such non-GAAP financial measures are useful to investors. Before I turn the call over to Mike, I will provide a brief recap of our results. The company reported fourth quarter 2022 GAAP net income attributable to common stockholders of $4.2 million or $0.03 per share, distributable earnings of $34.2 million or $0.27 per share and adjusted distributable earnings of $35 million or $0.27 per share. The company also reported GAAP net book value of $10.77 per share and undepreciated book value of $12.06 per share as of December 31, 2022. With that, I would now like to turn the call over to Mike.

Thank you, David. Welcome to our fourth quarter and full year earnings call and thank you for joining us today. Over the last year, we have been very vocal about the impact of the Fed’s aggressive tightening policies. Therefore, today, I will keep my market comments brief. And I will address current dynamics affecting the office sector and then turn the call over to Andy who will provide more detail on asset management developments and our balance sheet. Early last year, we decided to not fight the Fed and made a strategic pivot to a risk-off mode. We substantially throttled back on loan originations in order to prioritize liquidity. We turned inward to focus on asset management and engaging with all borrowers. We made certain to apprise them well in advance of the significant increases in interest rate cap costs and the implications of rising rates on future loan extension tests. We believe that these early actions in 2022 helped us to get ahead of the curve. Turning to 2023, BrightSpire’s strategic direction will somewhat hands on how long the Fed maintains its restrictive policies. The expectation is for the Fed to increase rates another 25 basis points in March and again in May. So, while the rate increases are substantially behind us, the number one question for 2023 is just how long does the Fed mean when it says higher for longer? We believe that outside of a panic event, higher for longer means through the end of this year. And for what it’s worth, we also believe that the Fed will need to change its 2% inflation target. Therefore, as we navigate through this uncertain period of Fed policy, we continue to emphasize maintaining higher cash balances and proactively managing our loan portfolio. Regarding our liquidity, as of…

Thank you, Mike and good morning everyone. During the fourth quarter, our focus remained on asset liability management. We received $383 million in repayments and partial pay-downs across 12 investments during the quarter compared to $40 million in repayments and partial pay-downs across four investments in the prior quarter. While we are pleased with the increase in repayments and partial pay-downs, we continue to expect loan repayment volume to remain relatively low for the next couple of quarters. During the quarter, we executed on one loan origination which was done in conjunction with a loan recap and payoff. We closed on a preferred equity loan to support the payoff of the largest multifamily loan in our portfolio, which was $182 million and was originated in 2019. This payoff and recap resulted in a reduction in total exposure and last dollar attachment point from $182 million to its current $22 million preferred position with the last dollar attachment point of $144 million. The senior loan was refinanced with a GSE agency lender and the balance of the payoff proceeds came from borrower equity. Repayment activity during the quarter resulted in loan portfolio decreasing to $3.5 billion from $3.9 billion last quarter. Total at-share undepreciated assets currently stand at $4.9 billion, down from $5.3 billion last quarter, a direct result of negative net deployment. Subsequent to quarter end, there has been $69 million in repayments and partial pay-downs across three investments. As previously highlighted, we anticipated loan repayment volume will remain relatively low over the course of the year. We expect sponsors will let to or have little choice other than to hold properties longer in anticipation of an improved capital markets environment while continuing to execute on the underlying business plan. Subsequent to quarter end, we had a modification to $116…

Thank you, Andy and good morning everyone. Before discussing our fourth quarter and full year results, I want to mention that we expect to file our Form 10-K later today. Turning to our fourth quarter results, we reported adjusted distributable earnings at $35 million or $0.27 per share and distributable earnings of $34.2 million or $0.27 per share. Additionally, for the fourth quarter, we reported total company GAAP net income attributable to common stockholders of $4.2 million or $0.03 per share. Quarter-over-quarter, total company GAAP net book value decreased from $10.87 per share to $10.77 per share and undepreciated book value also decreased from $12.08 to $12.06 per share. The decline is primarily driven by a net increase in our general CECL reserves partially offset by distributable earnings in excess of dividends declared and the FX translation related to our Norway office net lease assets. It’s important to note that while the FX translation did add $0.06 to book value at 12/31, the NOK has since increased in value and would have added only $0.02 using today’s foreign exchange rate. Additionally, we sold our remaining CMBS BP’s investment for $36.9 million during the quarter, a slight premium to carrying value. I would like to quickly bridge the fourth quarter adjusted distributable earnings of $0.27 versus the $0.25 recorded in the third quarter. The quarter-over-quarter increase is primarily driven by the increase in the benchmark interest rates and higher prepayment income related to loan repayments. When adjusting for the full quarterly effect of fourth quarter repayments as well as the beneficial impact rising interest rates continue to have on our portfolio, our adjusted distributable earnings quarterly run-rate is closer to $0.25 per share. We provide more data in our supplemental financial report, but an illustrative 50 basis point increase in the…

Thank you. [Operator Instructions] We have a first question from the line of Steve Delaney with JMP Securities. Please go ahead.

Good morning, everyone. Thanks for taking the question. Look, very solid quarter in a obviously challenging market, so good job keeping it heading down the right way. Just curious, heavy repays, that’s always – I think in this market that’s a good sign, frankly, because of liquidity, but $383 million can you comment, Frank in terms of the magnitude of prepayment fees associated with that $383 million? Thank you.

Sure. I can give you that number if I can find it handy, give me one second, if not, I give it to you. So total prepayment fees for the quarter, I am not going to find it handy, Steve, I am going to have to give it to you. Actually, I have a $1.8 million of prepayment fees.

Okay, great. Thank you. That’s helpful. And Mike, just my follow-up question is to you, obviously, really strong dividend coverage where you are at 135%. You made it very clear about the need for liquidity and building liquidity. I think we would all agree that’s necessary in this market. What has your conversations been with the board in terms okay, we are going to keep the dividend where it is, but we need to recognize our stocks trading this morning at like 60% of UTDV [ph]. Any thoughts about buybacks and remind me if you do actually have a buyback authorization in place? Thank you.

Hi, good morning, Steve.

Yes.

We have said before in terms of buybacks we are prioritizing, defending the balance sheet first and foremost as someone who has worked in credit for my entire career, it’s not the type of message you want to telegraph to our warehouse lenders that we are buying back stock at this time in the market. I think it is much more important that we are telegraphing that we are protecting the balance sheet. So that’s priority number one. In terms of the dividend we have a pretty solid buffer on the dividend. I don’t think right now that there is a conversation going on about raising that dividend, I think that we understand that a lot of that has to do with rising interest rates, with rising interest rates a lot of our brethren talk about that’s great for EPS, I have a more sober view of that and that rising interest rates put more pressure on properties and more pressure on borrower liquidity. And there is growing credit risk as interest rates continue to go up. So we are going continue to emphasize liquidity. In terms of raising the dividend and stock price right now, all of the market is substantially below their book values. And the market really is saying that there is an issue regarding credit. We want to make sure we understand the credit profile. There has been a lot of movement along the sector in terms of CECL reserve increases a lot of questions about the office sector. So right now, I think the price is really reflecting credit and managing the balance sheet and protecting the balance sheet before it’s looking at are you going to increase your dividend?

Yes, no question. I think people are more worried about dividend cuts, then I think you would be wasting your $0.02 or $0.03 to increase it in this market with the skepticism just about the economy and about real estate values. Thank you both for your comments.

Thank you.

Thank you. We take our next question from the line of Eric Hagen with BTIG. Please go ahead.

Hey, thanks. Good morning. Good to hear from you guys. Maybe a little bit more fleshing out the liquidity. Just how do you think about the liquidity relative to the size of the CECL reserve? Like what would drive you to hold even more liquidity from here, like the reserve has gone up, but it’s still relatively modest as a percentage of your total assets? It looks really manageable. So I am just trying to square up like how you think about the approach to your liquidity relative to the size of what you are reserving for?

Okay. So thank you for the question. This is Mike. Let me give you a little clarity on the reserves, we have $107 million total in reserves, roughly about $0.82 a share. Of that $57 million of it was taken against the two Long Island City assets, both of which we have got cooperation agreements with the borrower, the same borrower on both assets, both of which were we have hired a sales advisor. And both assets are being marketed now in a short sale structure. In terms of the balance of the reserves, roughly $33 million, I believe is in the risk weighted – risk ranking four category, of which a substantial amount of that or a good chunk of that is against one asset, an office asset in D.C. I can’t give you the amount exactly, but it’s a more substantial reserve. In terms of liquidity going forward, we – it would be unreasonable for anyone in the space in a real estate lending space to say that they don’t anticipate some future credit issues going forward. We do anticipate that there will be some movement in risk weight three assets to potentially four that just is not an unreasonable thing to think. But really maintaining liquidity is about moving assets around and potentially de-levering assets and protecting the balance sheet. And that is just an unknown right now. I think it’s very hard to sit here over the next 12 months and say we know what the Fed is going to do, we know when they are going to give relief, we don’t. And that’s been reflected in the market today. So, I think holding on more cash until we see that visibility, there is less to do with write-downs and more to do with just maintaining…

Yes. That’s helpful perspective. Thanks for fleshing that out. I appreciate that. A follow-up here, I think you noted the Carlsbad office loan was partially paid down and modified. It sounds like there were maybe three more assets in that portfolio. Is the plan to get additional pay-downs from asset sales? What’s the outlook there just generally in that one credit?

Andy, would you like to address that?

Sure. Thank you, Mike. So, as you noted, we had a pay-down and the business plan going forward is to release one of the remaining buildings, and otherwise, it’s substantially leased. And then the borrower will look for liquidity, whether that’s through the sale of additional single assets, single properties, or through a refinancing or sale of the remaining three assets, so that’s the current plan.

Got it. Thank you very much.

Thank you. We will have next question from the line of Jade Rahmani with KBW. Please go ahead.

Hi, this is actually Jade’s associate Jason Sabshon on. So, it was my first question. Now, we are starting to see a few cases of what looks like strategic defaults from borrowers in order to extract concessions from lenders since they know, lenders don’t want to foreclosure on their hands. And for example, there is a large Blackstone multifamily deal that hit special service. And so are you seeing that, that dynamic in your portfolio at all?

Well, I am not going to comment on Blackstone, we have a lot of respect for that organization. But as I have said in my prepared remarks, these are non-recourse loans. And we expect when we make these loans, that every borrower at the end will act in their own economic self interests. There are borrowers who want to protect brand and name recognition. But in a market like this, where you have got such a dislocation in interest rates, it’s affecting the entire market, and issues around the office sector. We expect those borrowers to feel like they have a hallway pass regarding brand, having said that, every borrower is going to act in their own economic self interest. So, this notion that and we have heard this many times, we have institutional Blue Chip deep pocketed borrowers. That to me is always my crib and a fallacy in the sense that if there is equity to protect, they will act in their economic interest and protect it. And you have to have eyes wide open when you are making the loan. And you have to have eyes wide open when you are asset managing the loan as to what you think those borrowers will do. So, in terms of strategic defaults, we just think borrowers are going to act in their own self interest. And you are really not a prepared lender. If you are not on the other side of that, expecting the borrower to do so as you game theory out the outcomes. We have got a number of situations here. For instance, in Long Island City where we have cooperation agreements with the borrowers to work with them on trying to use them and help their assistance and their knowledge of the asset to have a more seamless sale. So, we will cooperate with the borrowers, and then maybe some concessions that you make with them in doing so. But that’s all part of the – it’s whole part of the alignment and trying to maximize the financial return. So, this whole notion that people are doing that just to see what the lender will do, I honestly think that in some scenarios, most scenarios, this is reality, some lenders are unable to get refinancing. And they are looking – borrowers are unable to get refinancing, and they are looking to their lenders for assistance. And I think that’s going to be the case for the next 12 months to 24 months.

Got it. Thank you. So, as a follow-up to that, just more generally speaking about the market, are there any particular asset types or geographies where you are particularly concerned about credit, other than office, which has really been at the forefront?

Look, I have been listening to the calls that have happened prior to us and Jade has made reference to certain markets where we are finally starting to see development going on in these southern markets that have experienced some neck breaking rent growth. And while we do recognize that, that there are rents that are potentially going slightly downward in areas like Phoenix, for instance. When you look at markets like that, multifamily in Phoenix probably has roughly 40,000 plus or minus 50,000 units under construction right now. But they have got a population growth that is surging still. And right now population in the larger Phoenix market is probably 4.5 million, 5 million, and it’s expected to grow over the next several years to something like 7 million. And so when you look at the number of units under construction versus the population surge, we still think that those markets are better markets to land into, albeit while there is some supply coming and albeit some softening of rents temporarily. On the other side of that there are markets that we would avoid. And I hate to single out a state, but we will not lend in the State of Illinois, because the migration out of the state is high. It’s reaching a tipping point in terms of corporate real estate and personal income taxation. And the services that the state is offering, and certainly the City of Chicago, that are offering are diminishing in the light of a shrinking population, and growing tax burdens. And so it becomes very difficult to make a loan, where when you are looking ahead 5 years, you are saying the population is going to be several percentage points lower. And taxes and property taxes, particularly are an unknown. So, there are states like Illinois and New York and California and New Jersey, which become difficult. Having said that, in California we have had some good experiences, in San Francisco we have had good experiences, in Los Angeles. We have an Oakland asset that’s very small, low leverage office asset that’s struggling in terms of its leasing. But generally speaking, as I have said in my prepared remarks, we are recognizing the fact that in our lending, that not only is there a work from home issue with office, but there is a migration shift. And a lot of that has to do with not just taxes, and work from home, but also quality of life. And we are seeing that net-net, I would rather land at a low cap rate in Arizona, then land at a very high cap rate in Illinois, all things being equal, because I think that ultimately, population can bail out a mistake that you may have made in a state like Nevada, Arizona, like Texas versus Illinois, where the headwinds are just against you for the life of the loan.

Got it. Thank you very much.

[Operator Instructions] We have next question from the line of Jason Stewart with Jones Trading. Please go ahead.

Hey guys, this is Matthew on for Jason. Thanks for taking the question. What are you looking for in terms of opportunistic development, more visibility in the portfolio or from the Fed? And then given that, where do you think the opportunities will be and expectation for going in and exit cap rates?

Okay. There is a lot there to unpack. In terms of – and I may have to retrace that question with you to make sure I address it. In terms of opportunities, as we said in the prepared remarks. When you get a shakeout like this, the goal is, you make it to the other side and you have liquidity on your balance sheet and you can start lending again. And as we said, we do think that given the dislocation that could occur it in the office sector and continued uncertainties, we think some of the bigger opportunities will be to lend on the office market. And there may be a new dynamic in terms of how to price that, right. Right now, that’s still in the state of flux. Most lenders are on the bench and kind of frozen out of the market. But we do think that the cost of capital in the office sector is going up. And that’s going up largely driven by the leverage. Leverage will become more conservative. Leverage will be lower. And not necessarily, it’s not necessarily about the rate, the rate may stabilize, but the leverage point will probably get a lot lower, requiring more equity. And that’s putting a weight on equity returns for that leverage amount which can drive cap rates up. So, we do think that cap rates in the office market will have a bias toward increasing on the pace of this uncertainty, even as rates come down, as long as this work from home environment that we have discussed continues to persist, which we anticipated well. Is there anything else in your question? I don’t think I addressed the whole thing. Is there anything else that you want to go back on specifically?

Yes. You addressed the first half pretty well. But the second part was kind of going in and exit cap rates. So, I guess where would you guys look to enter in at? And then where would you look to exit out on some of these opportunistic offices?

That’s really I hate to say this, but that’s almost not really answerable right now. It’s so dynamic, it depends on the individual office asset as market as it always does. But then in terms of where rates are, where the CLO market is are going to be big driving factors. So, I am going to try to bring that back to a more concise answer. That is why today, that market is substantially frozen, and the transactions you are seeing really cannot persist. For instance, there was a CMBS securitization recently done with an office portfolio, with a debt yield was like in the high teens. I am going to throw out 18% is the number that sticks in my head, and like a sub-40% loan to value. That type of lending is going to happen in this market. But those situations are going to be needles in the haystack and not representative of market. There is also some balance sheet lending that’s going on in the office market where assets are being lent on it. Basically land [Technical Difficulty] value and that is really a complete de-risking and that represent – what’s going on today is ostensibly due to a market being frozen and a state of flux. And as the dust settles over the next 1 year, 1.5 years, we think those loan to values that may have been 70% may kind of pull back to 60% of value. And then what value is at that time will be based on where the tenure settles out. My guess is that we are not going to see a tenure rate at one handle again, if we do, things are really bad. We are probably going to see tenure rates somewhere in the 3% handles, so you will probably see debt yields somewhere in the low-double digits.

Thank you. That’s helpful.

Thank you. Ladies and gentlemen, we have reached the end of the question-and-answer session. And I would like to turn the floor back over to Mike Mazzei for closing comments. Over to you, sir.

Thank you. Well, thank you for joining us today. And we look forward to our quarter one call with you early May. Thanks again and have a great day.

Thank you. Ladies and gentlemen, this concludes today’s teleconference. You may disconnect your lines at this time. Thank you for your participation.