ACRES Commercial Realty Corp

In this annual report on Form 10-K, references to “Company,” “we,” “us,” or “our” refer to ACRES Commercial Realty Corp. and its subsidiaries; references to the Company’s “Manager” refer to ACRES Capital, LLC, a subsidiary of ACRES Capital Corp., unless specifically stated otherwise or the context otherwise indicates. This report contains certain forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expects,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “will” and “would” or the negative of these terms or other comparable terminology.

Forward-looking statements contained in this report are based on our beliefs, assumptions and expectations regarding our future performance, taking into account all information currently available to us. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or are within our control. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. Forward-looking statements we make in this report are subject to various risks and uncertainties that could cause actual results to vary from our forward-looking statements, including:

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changes in our industry, interest rates, the debt securities markets, real estate markets or the general economy;

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increased rates of default and/or decreased recovery rates on our investments;

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the performance and financial condition of our borrowers;

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the cost and availability of our financings, which depend in part on our asset quality, the nature of our relationships with our lenders and other capital providers, our business prospects and outlook and general market conditions;

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the availability and attractiveness of terms of additional debt repurchases;

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availability, terms and deployment of short-term and long-term capital;

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events giving rise to increases in our current expected credit loss reserve, including the impact of the current economic environment;

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availability of, and ability to retain, qualified personnel;

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changes in our business strategy;

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the degree and nature of our competition;

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the resolution of our non-performing and sub-performing assets;

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the long-term macroeconomic effects of the novel coronavirus (“COVID-19”);

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our ability to comply with financial covenants in our debt instruments;

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the adequacy of our cash reserves and working capital;

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the timing of cash flows, if any, from our investments;

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unanticipated increases in financial and other costs, including a rise in interest rates;

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our ability to maintain compliance with over-collateralization and interest coverage tests in our collateralized loan obligations (“CLOs”);

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our dependence on ACRES Capital, LLC (our “Manager”) and ability to find a suitable replacement in a timely manner, or at all, if our Manager or we were to terminate the management agreement;

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environmental and/or safety requirements;

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our ability to satisfy complex rules in order for us to qualify as a real estate investment trust (“REIT”), for federal income tax purposes and qualify for our exemption under the Investment Company Act of 1940, as amended, and our ability and the ability of our subsidiaries to operate effectively within the limitations imposed by these rules;

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legislative and regulatory changes (including changes to laws governing the taxation of REITs or the exemptions from registration as an investment company); and

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the factors described in this report, including those set forth under the sections captioned “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations.”

We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.