The Company has evaluated subsequent events through the date the financial statements were available to be issued. There were no material subsequent events other than that described below, that required disclosure in these financial statements.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, filed by AFC Gamma, Inc. (the “Company,” “we,” “us,” and “our”), and the information incorporated by reference in it, or made in other reports, filings with the SEC, press releases contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and we intend such statements to quarter end,be covered by the underwriters partially exercisedsafe harbor provisions contained therein. The forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results or performance, and may contain the words "believe," "anticipate," "expect," "estimate," "project," "could," "would," "will," or words or phrases of similar meaning. Specifically, this Quarterly Report includes forward-looking statements regarding (i) the conditions in the adult-use, and medicinal cannabis markets and their over-allotment optionimpact on our business; (ii) our portfolio and strategies for the growth thereof; (iii) our working capital, liquidity and capital requirements; (iv) potential state and federal legislative and regulatory matters; (v) our expectations and estimates regarding certain tax, legal and accounting matters, including the impact on our financial statements and/or those of our borrowers; (vi) our expectations regarding our portfolio companies and their businesses, including demand, sales volume, profitability, and future growth; (vii) the amount, collectability and timing of cash flows, if any, from our loans; (viii) our expected ranges of originations and repayments; and (ix) estimates relating to our ability to make distributions to our shareholders in the future.
These forward-looking statements reflect management’s current views about future events, and are subject to risks, uncertainties and assumptions. Our actual results may differ materially from the future results and events expressed or implied by the forward-looking statements. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following:
•the ability of the Manager to locate suitable investments for us and to monitor and administer our investments;
•changes in, and volatility of the general economy and its impact on the industries in which we invest;
•the impact of a protracted decline in the liquidity of credit markets on our business;
•increased competition;
•fluctuations in interest rates negatively affecting our business and our portfolio companies;
•ability to maintain and enforce our contractual arrangements and relationships with third parties;
•lack of liquidity of investments in our portfolio, particularly those having no liquid trading market;
•actual and potential conflicts of interest with the Manager, and/or their respective affiliates;
•potential inability of our portfolio companies to achieve their objectives;
•our ability to obtain and maintain financing arrangements;
•our ability to maintain our exemption from registration under the Investment Company Act;Company’s follow-on
public offering•our ability to purchase 269,650 sharesqualify for treatment as a REIT for U.S. federal income tax purposes and to comply with and conduct our business in accordance with such rules;
•actions and initiatives of the Company’s common stock at a priceU.S. or state governments and changes to government policies and the execution and impact of $20.50 per share, which was completedthese actions, initiatives and policies, including the fact that cannabis remains illegal under federal law;
•the ability of our Manager to attract and/or retain highly talented professionals;
•increase in the rates of default or decreased recovery rates on July 6, 2021. Refer to footnote 11 todebt investments in our unaudited financial statements for more information.portfolio;
In July 2021, the Company entered into a commitment•interest rate mismatches between our debt investments and any leverage used to fund a $19.75 million senior secured term loan which is contingentsuch investments.
Please see the section entitled “Risk Factors” located in our Annual Report on Form 10-K, filed with the borrower raising additional equity as required by the loan agreement. Until the borrower meets the required criteria in the loan agreement, the commitment has a ticking fee basedSEC on the aggregate commitment amount as follows: (a) 6.0% from the date of closing through July 26, 2021 and (b) 6.5% from and after July 27, 2021 through August 9, 2021 or the initial funding date, whichever is earlier. Once funded, the loan will have a per annum interest rate of 12.0% plus LIBOR with a LIBOR floor of 1.0%. The loan will have a maturity date of August 3, 2026, an unused fee of 3.0%, an exit fee of 3.0%, OID of 4.0% and an interest reserve of $0.75 million.
In July 2021, Private Company I refinanced their bridge loan which had a maturity date of July 9, 2021 which had an interest rate of 13.0% and OID of 4.0%. The new senior secured loan of $15.5 million was syndicated by the Company’s Manager between the Company and A BDC Warehouse, LLC (“ABW”), an affiliate of the Company that is wholly-owned by Mr. and Mrs. Tannenbaum, with ABW holding approximately one-third of the principal amount. The Company committed and funded approximately $10.1 million of the new loan which has a per annum interest rate of 12.0% plus LIBOR, with a LIBOR floor of 1.0%, and PIK interest rate of 2.5%. The loan has a maturity date of August 1, 2026, an exit fee of 3.0% and OID of 4.0%. As part of the refinancing agreement, the exit fee on the bridge loan was waived and the borrower was creditedMarch 10, 2022, for a portionfurther discussion of the original OID on the bridge loan.
In July 2021, the Company entered into a commitment to fund a $3.0 million bridge loanthese and funded $3.0 million at closing. The loan has an interest rate of 13.0%, a maturity date of August 31, 2021, an exit fee of 10.0%other risks and uncertainties which is reduced to 2.0% upon refinancing the loan with a senior secured loan with the Company, and OID of 4.0%.
In July 2021, Flower Loan Holdco, LLC, an affiliated entity in which Mr. Tannenbaum is the majority ultimate beneficial owner (“FLH”), purchased approximately $8.5 million of the senior secured credit facility with Private Company A from a third-party lender, and the Company has a 30-day option to purchase such amount from FLH. The Company and the Company’s Manager,could affect our future results. These forward-looking statements apply only as agent, subsequently amended and restated the senior secured credit facility with Private Company A to, among other things, increase the loan amount by $10.0 million, which the agent syndicated to ABW. The amendment also allows for the borrower to draw up to an additional $20 million from a designee of the agent, subject to the agent’s satisfaction that certain conditions have been met. Separately, FLH entered into a new credit facility with Private Company A under which the borrower may draw up to $40.0 million (the “Bridge Loan”), which is secured by collateral separate from collateral securing the Company’s credit facility. In connection with the Bridge Loan and a related equity raise by Private Company A (the “Equity Raise”), the Manager or its designees are entitled to (i) appoint three of the seven members of Private Company A’s board of directors and (ii) receive a number of warrants to purchase common stock of Private Company A. In connection with the Equity Raise, an investment vehicle controlled by Jonathan Kalikow, one of the Company’s directors and executive officers, acquired approximately 8.8% of the equity interest of Private Company A on a fully-diluted basis. Following the transactions described above, Mr. Kalikow beneficially held or controlled through investment vehicles a total of approximately 10.1% of Private Company A’s equity interest on a fully-diluted basis. As of the date of these transactions, Mr. Tannenbaum beneficially held approximately 16.7%this report and we undertake no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of Private Company A’s equity interest on a fully-diluted basis through investment vehicles, which amount reflects two acquisitions of additional equity of Private Company A from third-party stockholders duringsuch statements or to reflect the three months ended June 30, 2021. Following the transactions described above, Mr. Tannenbaum beneficially held approximately 21.8% of Private Company A’s equity interest on a fully-diluted basis through investment vehicles. Given Mr. Tannenbaum’s equity ownership, each of the transactions with Private Company A described above were reviewed and approved by the Company’s Audit & Valuation Committee of the Board in accordance with the Company’s Amended and Restated Code of Business Conduct and Ethics and its Related-Persons Transaction Policy.occurrence
of anticipated or unanticipated events, except to the extent we are legally required to disclose certain matters in SEC filings or otherwise.
Item 2. | Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Statement Regarding Forward-Looking Information
SomeThe following discussion and analysis of the statements contained in this quarterly report constitute forward-looking statements, within the meaningour financial condition and results of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we intend such statements to be covered by the safe harbor provisions contained therein. The information contained in this sectionoperations should be read in conjunction with our consolidated financial statements and the accompanying notes thereto appearing elsewhereand other information included in this quarterly reportQuarterly Report on Form 10-Q.10-Q (the “Form 10-Q”). This descriptiondiscussion and analysis contains forward-looking statements that involve risks and uncertainties. Actual resultsuncertainties which could differ significantly from the results discussed in the forward-looking statements due to the factors set forth in “Risk Factors” incause our final prospectus relating to our follow-on public offering filed with the Securities and Exchange Commission (“SEC”) in accordance with Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”), on June 24, 2021 (the “Final Prospectus”). In addition, some of the statements in this quarterly report (including in the following discussion) constitute forward-looking statements, which relate to future events or the future performance or financial condition of AFC Gamma, Inc. (“AFCG” and the “Company,” “we,” “us” and “our”). The forward-looking statements contained in this report involve a number of risks and uncertainties, including statements concerning:
use of proceeds of the IPO and our follow-on public offering;
our business and investment strategy;
our projected operating results;
the impact of the COVID-19 pandemic, on our business and the United States and global economies;
the ability of our Manager to locate suitable loan opportunities for us, monitor, service and administer our loans and execute our investment strategy;
allocation of loan opportunities to us by our Manager;
actions and initiatives of the U.S. or state governments and changes to government policies and the execution and impact of these actions, initiatives and policies, including the fact that cannabis remains illegal under federal law; the state of the United States, European Union and Asian economies generally or in specific geographic regions;
the estimated growth in and evolving market dynamics of the cannabis market;
the demand for cannabis cultivation and processing facilities;
shifts in public opinion regarding cannabis;
the state of the U.S. economy generally or in specific geographic regions;
economic trends and economic recoveries; and
the amount, collectability and timing of cash flows, if any, from our loans;
our ability to obtain and maintain financing arrangements;
our expected leverage;
changes in the value of our loans;
our expected portfolio of loans;
our expected investment and underwriting process;
rates of default or decreased recovery rates on our loans;
the degree to which our hedging strategies may or may not protect us from interest rate volatility;
changes in interest rates of our loans and impacts of such changes on our results of operations, cash flows and the market value of our loans;
interest rate mismatches between our loans and our borrowings used to fund such loans;
the departure of any of the executive officers or key personnel supporting and assisting us from our Manager or its affiliates;
impact of and changes in governmental regulations, tax law and rates, accounting guidance and similar matters;
our ability to maintain our exemption from registration under the Investment Company Act of 1940 (the “1940 Act”);
our ability to qualify and maintain our qualification as a real estate investment trust (“REIT”) for United States federal income tax purposes;
estimates relating to our ability to make distributions to our stockholders in the future;
our understanding of our competition; and
market trends in our industry, interest rates, real estate values, the securities markets or the general economy.
We use words such as “anticipates,” “believes,” “expects,” “intends,” “will,” “should,” “may” and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. Our actual results and financial condition couldto differ materially from those implied or expressedanticipated in thethese forward-looking statements, for any reason, including, but not limited to, risks and uncertainties discussed under the factors set forth in “Risk Factors” and the other information included in our Final Prospectus and elsewhereheading “Cautionary Note Regarding Forward-Looking Statements,” in this quarterly report on Form 10-Q.
We have based the forward-looking statements included in this quarterly report on information available to us on the date of this quarterly report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the SEC, including annual reports on Form 10-K, registration statements on Form S-11, quarterly reports on Form 10-Q and current reports on Form 8-K.
Available Information
We routinely post important information for investors on our website, www.afcgamma.com. We intend to use this webpage as a means of disclosing material information, for complying with our disclosure obligations under Regulation FD and to post and update investor presentations and similar materials on a regular basis. AFCG encourages investors, analysts, the media and others interested in AFCG to monitor the Investors section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations, webcasts and other information we post from time to time on our website. To sign-up for email-notifications, please visit the “Email Alerts” section of our website under the “IR Resources” section and enter the required information to enable notifications.
Business Overview
AFC Gamma, Inc. (the “Company” or “AFCG” or “we”) is a commercial real estate finance companyan institutional lender to the cannabis industry that was founded in July 2020 by a veteran team of investment professionals. We originate, structure, underwrite, and underwriteinvest in senior secured loans and other types of loans and debt securities for established cannabis industry operators in states that have legalized medicinalmedical and/or adult useadult-use cannabis. As states continue to legalize cannabis for medical and adult use,adult-use, an increasing number of companies operating in the cannabis industry need financing. Due to the currently capital constrained cannabis market which does not typically have access to traditional bank financing, we believe we are well positioned to becomecontinue as a prudent financing source to established cannabis industry operators given our stringent underwriting criteria, size and scale of operations and institutional infrastructure. Our objective is to provide attractive risk-adjusted returns over time through cash distributions and capital appreciation by providing loans to state law compliant cannabis companies. The loans we originate are primarily structured as senior loans secured by real estate, equipment, value associated with licenses and/or other assets of the loan parties to the extent permitted by applicable laws and the regulations governing such loan parties. Our targetedSome of our borrowers will sometimes be publicly tradedhave their equity securities listed for public trading on the Canadian StockSecurities Exchange (“CSE”) in Canada and/or over-the-counter (“OTC”) in the United States. Our loans typically have up to a five-year maturity and contain amortization and/or cash flow sweeps. From January 1,We commenced operations on July 31, 2020 to June 30, 2021, members ofand completed our management team, provided by our Manager, and the members of the Investment Committee of our Manager, who advises on our investments and operations, had sourced loans worth approximately $6.6 billion across the cannabis industryinitial public offering (“IPO”) in various states while maintaining a robust pipeline of potentially actionable opportunities.
We are a Maryland corporation and externally managed by our Manager, AFC Management, LLC, a Delaware limited liability company, pursuant to the terms of ourthe Amended and Restated Management Agreement.Agreement, dated March 10, 2022, by and between AFC Gamma, Inc. and AFC Management, LLC (as amended, the “Management Agreement”).
We commenced operations on July 31, 2020 and completed our IPO in March 2021. We are incorporated in Maryland and intend to elect and qualifyhave elected to be taxed as a real estate investment trust (“REIT”(a “REIT”), commencing with our taxable year ended December 31, 2020. We generally will not be subject to U.S. federal income taxes on our taxable income to the extent that we annually distribute all or substantially all of our taxable income to stockholdersshareholders and maintain our intended qualification as a REIT. We also intend to operate our business in a manner that will permit us to maintain our exemption from registration under the Investment Company ActAct.
Our wholly-owned subsidiary, AFCG TRS1, LLC (“TRS1”), operates as a taxable REIT subsidiary. TRS1 began operating in July 2021. Our investment in the equipment loan to Public Company A was transferred to TRS1 on July 31, 2021. On April 1, 2022, our investment in the senior secured loan to Private Company I was transferred to TRS1. These two loans constituted substantially all of 1940,the assets of TRS1 as amended (the “Investment Company Act”).
23
of June 30, 2022. The financial statements of TRS1 have been consolidated within our consolidated financial statements.We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”), and we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period to comply with new or revised accounting standards and to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of the accounting standards election, we will not be subject to the same implementation timing for new or revised accounting standards as other public companies that are not emerging growth companies which may make comparison of our financials to those of other public companies more difficult.
We could remain an “emerging growth company” for up to five years from our initial public offering, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three yearthree-year period.
Developments during the Second Quarter of 2021:
On June 28, 2021, we completed a public offering of 2,750,000 shares of our common stock at a price of $20.50 per share, raising $56,375,000 in gross proceeds. The underwriting commissions of $3,100,625 are reflected as a reduction of additional paid-in capital on the statement of stockholders’ equity. We incurred approximately $701,989 of expenses in connection with the offering, which is reflected as a reduction in additional paid-in capital. The net proceeds to us totaled approximately $52,572,386.
Subsequent to the period ended June 30, 2021, the underwriters partially exercised their over-allotment option to purchase 269,650 shares of our common stock at a price of $20.50 per share, which was completed on July 6, 2021, raising $5,527,825 in additional gross proceeds or $5,223,795 in net proceeds after underwriting commissions of $304,030, which is reflected as a reduction of additional paid-in capital on the statement of stockholders’ equity.
We intend to use the net proceeds of the offering (i) to fund loans related to unfunded commitments to existing borrowers, (ii) to originate and participate in commercial loans to companies operating in the cannabis industry that are consistent with our investment strategy and (iii) for working capital and other general corporate purposes. Until appropriate investments can be identified, we may invest this balance in interest-bearing short-term investments, including money market accounts or funds, commercial mortgage-backed securities and corporate bonds, which are consistent with our intention to qualify as a REIT and to maintain our exclusion from registration under the Investment Company Act.
Updates to Ourour Loan Portfolio during the Second Quarter of 20212022
On April 1, 2022, our investment in the senior secured loan to Private Company I was transferred to TRS1.
In April 2021, Sub. Of Public Co. C2022, each of the credit facilities with Private Company D and Private Company F were terminated and repaid itsin full in connection with the Company’s new loan in full.to Private Company L, an affiliate of Private Company D and Private Company F. The loanloans to Private Company D and Private Company F had an original maturity datedates of February 2025January 2026 and theMay 2026, respectively. The outstanding principal of Private Company D and Private Company F on the date of repayment was approximately $12.1 million. Wemillion and $12.9 million, respectively. In addition to the repayment of the outstanding principal amounts of the loans to Private Company D and Private Company F, the Company received anapproximately $0.2 million and $2.0 million related to exit fee of $750,000fees and a prepayment premium of $750,000other fees upon repayment of the loan.loans, respectively.
In April 2021,2022, the credit facilitiy with Private Company K was terminated and repaid in full in connection with the Company’s refinancing and restructuring the loan under a new credit facility with Private Company K. Under the new credit facility with Private Company K, the Company increased its total loan commitment to approximately $24.8 million, from $19.8 million, and restructured the construction obligations of the borrowers, among other things. As restructured, the Private Company K loan accrues interest at a floating rate, with a floor of 13%, and matures in May 2027. Following the repayment of Private Company K loan, five of the Company’s loans have been repaid and/or refinanced prior to maturity since March 2021.
At-the-Market Offering Program
In April 2022, we filed our shelf registration statement on Form S-3 with the SEC, registering the offer and sale of up to $1.0 billion of securities (the “Shelf Registration Statement”). The Shelf Registration Statement enables us to issue shares of common stock, preferred stock, debt securities, warrants, rights, as well as units that include one or more of such securities. The Shelf Registration Statement also included a prospectus for an at-the-market offering program to sell up to an aggregate of $75.0 million of shares of our common stock (the “ATM Program”) that may be issued and sold from time to time under the Sales Agreement, dated April 5, 2022 (the “Sales Agreement”), with Jefferies LLC and JMP Securities LLC, as Sales Agents. Under the terms of the Sales Agreement, we have agreed to pay the Sales Agents a commission of up to 3.0% of the gross proceeds from each sale of common stock under the Sales Agreement.
During the three months ended June 30, 2022, we sold an aggregate of 114,932 shares of our common stock under the Sales Agreement at an average price of $18.08 per share. The sales generated net proceeds of approximately $1.3 million.
Revolving Credit Facility
On April 29, 2022, we entered into a commitmentthe Revolving Credit Facility. The Revolving Credit Facility contains aggregate commitments of $60.0 million from two FDIC-insured banking institutions, which may be increased to up to $100.0 million in aggregate (subject to available borrowing base and additional commitments), with Private Co. F to fund a $13.0 million senior secured term loan and funded $5.25 million at closing, including a $925,000 interest reserve. The loan has an interest rate of 13.0% and PIK interest rate of 4.0% with a step down to a rate of 2.0% once certain criteria are met as defined in the loan agreement. The loan has a maturity date of May 2026, an unused fee of 3.0%, an exit fee of 15.0% and OID of 15.5%. The borrower is a medical cannabis operator in Missouri. The real estate collateral for this senior term loan includes the borrower’s cultivation and two dispensary facilities in Missouri.
In April 2021, we entered into a commitment with Public Co. E to fund a $15 million senior secured term loan and funded $15 million at closing. The loan has an interest rate of 13.0%. The loan has a maturity date of April 2025, which29, 2025. Interest is subject to an optional maturity extension for 364 days,payable on the Revolving Credit Facility at the greater of (1) the applicable base rate plus 0.50% and OID of 7.0%. The borrower is a multi-state medical and recreational cannabis provider with operations in Florida, Texas, Michigan and Pennsylvania. The real estate collateral for this senior term loan includes the borrower’s cultivation facility in Michigan.
In April 2021, we entered into a commitment with Sub of Private Co. G to fund a $22 million senior secured term loan and funded $22 million at closing, including a $2.0 million interest reserve. The loan has an interest rate of 12.0% plus LIBOR, with a 1.0% LIBOR floor, and PIK interest rate of 4.0% with step downs to 2.0% and 1.5% once certain criteria are met(2) 4.50%, as definedprovided in the loan agreement. The loan has a maturity date of May 2026, an exit fee of 10.0%, provided that if certain criteria are met as definedRevolving Credit Agreement, payable in cash in arrears. Upon our entry into the loan agreementRevolving Credit Facility, we terminated the exit fee is 2.0%, and OID of 4.0%. The borrower’s parent entity has licenses across nine states, and the real estate collateral for this senior term loan includes the borrower’s retail facility in New Jersey and its cultivation facility under construction in New Jersey. This senior term loan relates to certain syndication letter agreements by and among our Manager, AFCF Revolving Credit Facility with AFC Investments, LLC, one of our affiliates that is beneficially owned by Mr. and Mrs. Tannenbaum, and us, whereby the loan was initially contemplated as a $46,150,000 commitment and our Manager had syndicated $22.0 million to us and $24,150,000 to an affiliate, AFC Investments, LLC, subject to satisfactory diligence and definitive loan documentation. The final negotiated loan commitment was for $22.0 million and AFCG holds the entire amount, with no portion syndicated to AFC Investments, LLC.
In May 2021, we entered into a syndicated senior secured term loan facility with a commitment with Sub of Private Co. H to fund approximately $5.8 million out of a total aggregate principal amount of $37.0 million. We funded our loan commitment at closing. The loan has an interest rate of 15.0% per annum. The loan has an initial maturity date of May 2023, which is subject to two optional maturity extensions of six months each, subject to payment of a 2.0% fee in the case of the first optional extension and approval of all lenders in the case of the second optional extension. The loan has an OID of approximately 2.8%. The loan has an exit fee of 3.0%, an agent fee of $185,000 and a closing fee of $690,000. The borrower is a subsidiary of a multi-state operator with assets in Arkansas, Florida and Illinois. The borrower is a single-state operator that is currently expanding their cultivation facility in Illinois, which is licensed to grow both recreational and medical use cannabis. The borrower also operates two additional dispensaries in the state, one licensed to sell medical use cannabis and the other licensed to sell both recreational and medical use cannabis. The real estate collateral for the borrower consists of a cultivation facility in Illinois.
In May 2021, we entered into a commitment with Public Co. F to fund a $10.0 million senior secured term loan and funded $10.0 million at closing. The loan has an interest rate of 9.75% per annum. The loan has a maturity date of May 2023 and OID of 2.0%. The borrower is a multi-state operator with operations across 14 states. The real estate collateral for the borrower includes five cultivation facilities across Illinois, Florida, Nevada, Ohio, and Massachusetts and eight dispensaries across Illinois, Michigan, Maryland, Arkansas, Ohio, Nevada, Florida, and Arizona.
In June 2021, we entered into a commitment with Private Co. I to fund a $5.5 million secured bridge loan and funded $5.5 million at closing. The loan has a short-term maturity date of July 9, 2021 in anticipation of refinancing under a larger credit facility. The loan has an interest rate of 13.0% per annum, with OID of 4.0%, and an agent fee of 1.0%. The loan also has an exit fee of 10.0% if the loan is not refinanced by us and/or one of our affiliates. The borrower is a single state operator in Maryland, a limited license state, with an existing cultivation and processing operation in the state, as well as one operational dispensary. The bridge loan was refinanced subsequent to quarter end. Refer to “Recent Developments” for more information.
Sale of Assigned Rights
On June 29, 2021, we sold to AFC Warehouse Holding,Finance, LLC, an affiliate of the Manager and us, an Assigned Right to acquire and/or assign a warrant to purchase 1,978,000 common shares of Private Co. E at an exercise price of $0.01 per share for an aggregate purchase price of $1,104,614, representing the fair value of such Assigned Right asCompany’s management, which was secured by substantially all of the dateassets of such sale, as determined by management and a majority of independent directors (based on various subjective and objective factors, including input from an independent third-party valuation firm).
Dividends Declared Per Share
In May 2021,June 2022, we declared a regular cash dividend of $0.38$0.56 per share of our common stock, relating to the second quarter of 2021,ended June 30, 2022, which was paid on June 30, 2021July 15, 2022 to stockholdersshareholders of record as of June 15, 2021.30, 2022. The aggregate amount of the regular cash dividend payment was approximately $5.1$11.1 million.
The payment of these dividends are not indicative of our ability to pay such dividends inFor the future.
Recent Developments
Subsequent to quarter end, the underwriters partially exercised their over-allotment option to purchase 269,650 shares of the Company’s common stock at a price of $20.50 per share, which was completed on July 6, 2021. Refer to footnote 11 to our unaudited financial statements included elsewhere in this quarterly report for more information.
Subsequent to June 30, 2021, we closed 3 loans including one that is contingent upon the borrower raising additional equity, committed to $27.3 million, of which $19.8 million is contingent, and funded $10.9 million of principal.
In July 2021, the Company entered into a commitment to fund a $19.75 million senior secured term loan which is contingent on the borrower raising additional equity as required by the loan agreement. Until the borrower meets the required criteria in the loan agreement, the commitment has a ticking fee based on the aggregate commitment amount as follows: (a) 6.0% from the date of closing through July 26, 2021 and (b) 6.5% from and after July 27, 2021 through August 9, 2021 or the initial funding date, whichever is earlier. Once funded, the loan will have a per annum interest rate of 12.0% plus LIBOR, with a LIBOR floor of 1.0%. The loan will have a maturity date of August 3, 2026, an unused fee of 30%, an exit fee of 3.0%, OID of 4.0.% and an interest reserve of $0.75 million.
In July 2021, Private Company I refinanced their bridge loan which had a maturity date of July 9, 2021 which had an interest rate of 13.0% and OID of 4.0%. The new senior secured loan of $15.5 million was syndicated by the Company’s Manager between the Company and A BDC Warehouse, LLC (“ABW”), an affiliate of the Company that is wholly-owned by Mr. and Mrs. Tannenbaum, with ABW holding approximately one-third of the principal amount. The Company committed and funded approximately $10.1 million of the new loan which has a per annum interest rate of 12.0% plus LIBOR, with a LIBOR floor of 1.0%, and PIK interest rate of 2.5%. The loan has a maturity date of August 1, 2026, an exit fee of 3.0% and OID of 4.0%. As part of the refinancing agreement, the exit fee on the bridge loan was waived and the borrower was credited for a portion of the original OID on the bridge loan.
In July 2021, the Company entered into a commitment to fund a $3.0 million bridge loan and funded $3.0 million at closing. The loan has an interest rate of 13.0%, a maturity date of August 31, 2021, an exit fee of 10.0% which is reduced to 2.0% upon refinancing the loan with a senior secured loan with the Company, and OID of 4.0%.
In July 2021, Flower Loan Holdco, LLC, an affiliated entity in which Mr. Tannenbaum is the majority ultimate beneficial owner (“FLH”), purchased approximately $8.5 million of the senior secured credit facility with Private Company A from a third-party lender, and the Company has a 30-day option to purchase such amount from FLH. The Company and the Company’s Manager, as agent, subsequently amended and restated the senior secured credit facility with Private Company A to, among other things, increase the loan amount by $10.0 million, which the agent syndicated to ABW. The amendment also allows for the borrower to draw up to an additional $20 million from a designee of the agent, subject to the agent’s satisfaction that certain conditions have been met. Separately, FLH entered into a new credit facility with Private Company A under which the borrower may draw up to $40.0 million (the “Bridge Loan”), which is secured by collateral separate from collateral securing the Company’s credit facility. In connection with the Bridge Loan and a related equity raise by Private Company A (the “Equity Raise”), the Manager or its designees are entitled to (i) appoint three of the seven members of Private Company A’s board of directors and (ii) receive a number of warrants to purchase common stock of Private Company A. In connection with the Equity Raise, an investment vehicle controlled by Jonathan Kalikow, one of the Company’s directors and executive officers, acquired approximately 8.8% of the equity interest of Private Company A on a fully-diluted basis. Following the transactions described above, Mr. Kalikow beneficially held or controlled through investment vehicles a total of approximately 10.1% of Private Company A’s equity interest on a fully-diluted basis. As of the date of these transactions, Mr. Tannenbaum beneficially held approximately 16.7% of Private Company A’s equity interest on a fully-diluted basis through investment vehicles, which amount reflects two acquisitions of additional equity of Private Company A from third-party stockholders during the threesix months ended June 30, 2021. Following2022 and 2021, we paid the transactions described above, Mr. Tannenbaum beneficially held approximately 21.8% of Private Company A’s equity interest on a fully-diluted basis through investment vehicles. Given Mr. Tannenbaum’s equity ownership, eachfollowing cash dividends:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Date Declared | | Payable to Shareholders of Record at the Close of Business on | | Date Paid | | Amount per Share | | Aggregate Amount Paid |
| March 12, 2021 | | March 15, 2021 | | March 31, 2021 | | $0.36 | | $2.2 million |
| May 7, 2021 | | June 15, 2021 | | June 30, 2021 | | 0.38 | | 5.1 million |
| 2021 Period Subtotal | | | | | | $0.74 | | $7.3 million |
| March 10, 2022 | | March 31, 2022 | | April 15, 2022 | | $0.55 | | $10.9 million |
| June 15, 2022 | | June 30, 2022 | | July 15, 2022 | | 0.56 | | 11.1 million |
| 2022 Period Subtotal | | | | | | $1.11 | | $22.0 million |
Recent Developments
Subsequent to the end of the transactionssecond quarter, we funded approximately $1.9 million of principal amount of existing commitments.
Based on current estimates and market conditions, we expect to target between $300.0 million and $500.0 million in originations with Private Company A described above were reviewedfuture new and approvedexisting borrowers for the fiscal year 2022 and expect between $100.0 million and $200.0 million in repayments by borrowers, in each case, for the Company’s Audit & Valuation Committee offiscal year 2022. However, our goals and expectations are preliminary and may change. See the Boardsections titled “Cautionary Note Regarding Forward-Looking Statements” in accordancethis Form 10-Q and “Risk Factors” located in our Annual Report on Form 10-K, filed with the Company’s Amended and Restated Code of Business Conduct and Ethics and its Related-Persons Transaction Policy.
Key Financial Measures and Indicators
As a commercial real estate finance company, we believe the key financial measures and indicators for our business are Distributable Earnings, Adjusted Distributable Earnings, book value per share and dividends declared per share.
Non-GAAP Metrics
Distributable Earnings and Adjusted Distributable Earnings
In addition to using certain financial metrics prepared in accordance with GAAP to evaluate our performance, we also use Distributable Earnings and Adjusted Distributable Earnings to evaluate our performance excluding the effects of certain transactions and GAAP adjustments we believe are not necessarily indicative of our current loan activity and operations. Each of Distributable Earnings and Adjusted Distributable Earnings is a measure that is not prepared in accordance with GAAP. We use these non-GAAP financial measures both to explain our results to stockholdersshareholders and the investment community and in the internal evaluation and management of our businesses. Our management believes that these non-GAAP financial measures and the information they provide are useful to investors since these measures permit investors and stockholdersshareholders to assess the overall performance of our business using the same tools that our management uses to evaluate our past performance and prospects for future performance.
The determination of Distributable Earnings is substantially similar to the determination of Core Earnings under our Management Agreement, provided that Core Earnings is a component of the calculation of any Incentive FeesCompensation earned under the Management Agreement for the applicable time period, and thus Core Earnings is calculated without giving effect to Incentive FeeCompensation expense, while the calculation of Distributable Earnings accounts for any Incentive FeesCompensation earned for such time period.
We define Distributable Earnings as, for a specified period, the net income (loss) computed in accordance with GAAP, excluding (i) non-cash equitystock-based compensation expense, (ii) depreciation and amortization, (iii) any unrealized gains, losses or other non-cash items recorded in net income (loss) for the period, regardless of whether such items are included in other comprehensive income or loss, or in net income (loss); provided that Distributable Earnings does not exclude, in the case of investments with a deferred interest feature (such as OID, debt instruments with PIK interest and zero coupon securities), accrued income that we have not yet received in cash, (iv) provision for current expected credit losses, (v) TRS (income)
loss and (v)(vi) one-time events pursuant to changes in GAAP and certain non-cash charges, in each case after discussions between our Manager and our independent directors and after approval by a majority of such independent directors. We define Adjusted Distributable Earnings, for a specified period, as Distributable Earnings excluding certain non-recurring organizational expenses (such as one-time expenses related to our formation and start-up).
We believe providing Distributable Earnings and Adjusted Distributable Earnings on a supplemental basis to our net income as determined in accordance with GAAP is helpful to stockholdersshareholders in assessing the overall performance of our business. As a REIT, we are required to distribute at least 90% of our annual REIT taxable income, subject to certain adjustments, and to pay tax at regular corporate rates to the extent that we annually distribute less than 100% of such taxable income. Given these requirements and our belief that dividends are generally one of the principal reasons that stockholdersshareholders invest in our common stock, we generally intend to attempt to pay dividends to our stockholdersshareholders in an amount at least equal to our netsuch REIT taxable income, if and to the extent authorized by our Board. Distributable Earnings is one of many factors considered by our Board in declaringauthorizing dividends and, while not a direct measure of net taxable income, over time, the measure can be considered a useful indicator of our dividends.
Distributable Earnings and Adjusted Distributable Earnings are “non-GAAPis a non-GAAP financial measures”measure and should not be considered as substitutesa substitute for GAAP net income. We caution readers that our methodology for calculating Distributable Earnings and Adjusted Distributable Earnings may differ from the methodologies employed by other REITs to calculate the same or similar supplemental performance measures, and as a result, our reported Distributable Earnings and Adjusted Distributable Earnings may not be comparable to similar measures presented by other REITs.
The following table provides a reconciliation of GAAP net income to Distributable Earnings and Adjusted Distributable Earnings:
| | | For the three months ended June 30, 2021 | | | For the six months ended June 30, 2021 | |
| Net Income | | $ | 4,627,787 | | | $ | 6,028,542 | |
| Adjustments to net income | | | | | | | | |
| Non-Cash Equity compensation expense | | | 11,457 | | | | 1,610,572 | |
| Depreciation and amortization | | | - | | | | - | |
| Unrealized (gain), losses or other non-cash items | | | 483,159 | | | | 627,561 | |
| Provision for current expected credit losses | | | 645,786 | | | | 711,886 | |
| One-time events pursuant to changes in GAAP and certain non-cash charges | | | - | | | | - | |
| Distributable Earnings | | $ | 5,768,189 | | | $ | 8,978,561 | |
| Adjustments to Distributable Earnings | | | | | | | | |
| Organizational expense | | | - | | | | - | |
| Adjusted Distributable Earnings | | $ | 5,768,189 | | | $ | 8,978,561 | |
| Basic weighted average shares of common stock outstanding (in shares) | | | 13,457,536 | | | | 10,318,542 | |
| Adjusted Distributable Earnings per weighted Average Share | | $ | 0.43 | | | $ | 0.87 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended
June 30, | | Six months ended
June 30, |
| | 2022 | | 2021 | | 2022 | | 2021 |
| Net income | $ | 11,351,673 | | | $ | 4,627,787 | | | $ | 21,513,793 | | | $ | 6,028,542 | |
| Adjustments to net income: | | | | | | | |
| Stock-based compensation expense | 117,397 | | | 11,457 | | | 1,107,420 | | | 1,610,572 | |
| Depreciation and amortization | — | | | — | | | — | | | — | |
| Unrealized (gains), losses or other non-cash items | 1,005,454 | | | 483,159 | | | 924,611 | | | 627,561 | |
| Provision for current expected credit losses | 1,593,048 | | | 645,786 | | | 2,498,177 | | | 711,886 | |
| TRS (income) loss | (487,474) | | | — | | | (548,545) | | | — | |
| One-time events pursuant to changes in GAAP and certain non-cash charges | — | | | — | | | — | | | — | |
| Distributable earnings | $ | 13,580,098 | | | $ | 5,768,189 | | | $ | 25,495,456 | | | $ | 8,978,561 | |
| Basic weighted average shares of common stock outstanding (in shares) | 19,715,749 | | | 13,457,536 | | | 19,518,964 | | | 10,318,542 | |
| Distributable earnings per basic weighted average share | $ | 0.69 | | | $ | 0.43 | | | $ | 1.31 | | | $ | 0.87 | |
Book Value Per Share
We believe that book value per share is helpful to stockholdersshareholders in evaluating our growth as we scale our equity capital base and continue to invest in our target investments. The book value per share of our common stock as of June 30, 20212022 and December 31, 20202021 was approximately $16.66$17.03 and $14.83, respectively, on a post-split basis.$16.61, respectively.
Dividends Declared Per Share
In December 2020, we declared a seven-for-one stock split in the form of a stock dividend, pursuant to which six additional shares of our common stock were issued for each outstanding share of our common stock, payable on January 25, 2021 to each stockholder of record as of the close of business on January 21, 2021 out of our authorized but unissued shares of common stock.
In March 2021, we declared a regular cash dividend of $0.36 per share of our common stock, relating to the first quarter of 2021which was paid on June 30, 2021 to stockholders of record as of March 15, 2021. The aggregate amount of the regular cash dividend payment was approximately $2.2 million. The payment of this dividend is not indicative of our ability to pay such dividends in the future.
In May 2021, we declared a regular cash dividend of $0.38 per share of our common stock, relating to the second quarter of 2021 which was paid on June 30, 2021 to stockholders of record as of June 15, 2021. The aggregate amount of the regular cash dividend payment will be approximately $5.1 million. The payment of this dividend is not indicative of our ability to pay such dividends in the future.
Factors Impacting our Operating Results
The results of our operations are affected by a number of factors and primarily depend on, among other things, the level of our net interest income,margin, the market value of our assets and the supply of, and demand for, commercial real estate debt and other financial assets in the marketplace. Our net interest income,margin, which includes the accretion and amortization of OID, is recognized based on the contractual rate and the outstanding principal balance of the loans we originate. Interest rates will vary according to the type of loan, conditions in the financial markets, creditworthiness of our borrowers, competition and other factors, some of which cannot be predicted with any certainty. Our operating results may also be impacted by credit losses in excess of initial anticipations or unanticipated credit events experienced by borrowers.
Results of Operations for the three and six months ended June 30, 2022 and 2021
We commenced operations on July 31, 2020 and therefore, have no periodOur net income allocable to compare resultsour common shareholders for the three and six months ended June 30, 2021. We are currently in the process of investing the proceeds of our offerings. Results for the initial period of our operations are not indicative of the results we expect when our investment strategy has been fully implemented.
Our2022 was approximately $11.4 million and $21.5 million or $0.58 and $1.10 per basic weighted average common share, respectively, compared to net income allocable to our common stockholders for the three and six months ended June 30, 2021 wasshareholders of approximately $4.6 million and $6.0 million or $0.34 and $0.58 per basic weighted average common share respectively. Netfor the prior year periods.
Interest income ofincreased approximately $4.6$12.9 million and $6.0$26.9 million for the three and six months ended June 30, 2022 as compared to the three and six months ended June 30, 2021, respectively,respectively. This increase was comprisedprimarily due to an increase in principal outstanding of approximately $8.7$164.0 million at June 30, 2021 compared to $424.8 million at June 30, 2022.
Interest expense increased approximately $1.7 million and $13.4 in total revenues, operating expenses of approximately $0.9 million and $1.5 million, stock-based compensation expense of $11,457 and approximately $1.6 million, management and incentive fees of approximately $2.1 million and $3.0 million, change in the provision for current expected credit losses of approximately $0.6 million and $0.7 million and a net change in unrealized gain on loans of approximately $0.5 million and $0.6 million, respectively.
Investments in loans held at fair value are recorded on the trade date at cost, which reflects the amount of principal funded net of any original issue discounts. An unrealized gain arises when the value of the loan portfolio exceeds its cost, and an unrealized loss arises when the value of the loan portfolio is less than its cost. The net change in unrealized gain of approximately $0.5 million and $0.6$3.4 million for the three and six months ended June 30, 2022 as compared to the three and six months ended June 30, 2021. This increase was due to interest expense incurred and amortization of deferred financing costs relating to our AFCF Revolving Credit Facility, which was terminated in April 2022, our Revolving Credit Facility that began in April 2022 and our 2027 Senior Notes that were issued in November 2021.
General and administrative expenses increased approximately $0.5 million and $1.2 million for the three and six months ended June 30, 2022 as compared to the three and six months ended June 30, 2021, respectively,respectively. This increase was mainlyprimarily due to an increase in expenses relating to personnel, overhead, and occupancy costs as the Company continues to expand.
Management fees increased approximately $0.2 million and $0.8 million for the three and six months ended June 30, 2022 as compared to the three and six months ended June 30, 2021, respectively. This increase was primarily due to an increase in the Company’s Equity from approximately $268.5 million to $338.2 million. Incentive fees increased by approximately $2.0 million and $4.3 million for the three and six months ended June 30, 2022 as compared to the three and six months ended June 30, 2021, respectively. This increase was driven by the net changeincrease in Core Earnings as defined in the valuation of the loans.Management Agreement.
For the three and six months ended June 30, 2021, we incurred fees payable to our Manager for a Base Management Fee of $636,824 and $850,757, which was net of a Base Management Fee Rebate of $182,707 and $420,450, respectively. The Incentive Compensation fees payable to our Manager for the three and six months ended June 30, 2021 were $1,442,047 and $2,104,777, respectively.
For the three and six months ended June 30, 2021, our Manager will be reimbursed for approximately $423,939 and $789,506, respectively, for out-of-pocket costs incurred on our behalf.
Provision for Current Expected Credit Losses
For the six months ended June 30, 2021,2022, the increase to our provision for current expected credit loss was $711,886approximately $1.6 million and the$2.5 million, respectively. The balance as of June 30, 20212022 was $1,177,283approximately $5.6 million or 109176 basis points of our total loans held at carrying value and loans receivable at carrying value commitment balance of $108,415,325approximately $318.1 million and was bifurcated between (i) the current expected credit loss reserve (contra-asset) related to outstanding balances on loans held at carrying value and loans receivable at carrying value of $701,143approximately $5.0 million and (ii) a liability for unfunded commitments of $476,140.approximately $0.6 million. For the six months ended June 30, 2021, the increase to our provision for current expected credit loss was approximately $0.7 million and the balance as of June 30, 2021 was approximately $1.2 million or 109 basis points of our total loans held at carrying value and loans receivable at carrying value balance of approximately $108.4 million and was bifurcated between (i) the current expected credit loss reserve (contra-asset) related to outstanding balances on loans held at carrying value and loans receivable at carrying value of approximately $0.7 million and (ii) a liability for unfunded commitments of approximately $0.5 million. The liability is based on the unfunded portion of loan commitments over the full contractual period over which we are exposed to credit risk through a current obligation to extend credit. Management considered the likelihood that funding will occur, and if funded, the expected credit loss on the funded portion. We continuously evaluate the credit quality of each loan by assessing the risk factors of each loan.
Loan Portfolio
As of June 30, 20212022 and December 31, 2020,2021, our portfolio included three and four loans respectively, held at fair value. The aggregate originated commitment under these loans was approximately $47.4$96.2 million and $59.9$75.9 million as of June 30, 2022 and December 31, 2021, respectively, and outstanding principal was approximately $46.7$96.4 million and $50.8$77.6 million as of June 30, 20212022 and December 31, 2020,2021, respectively. For the six months ended June 30, 2021, the Company2022, we funded approximately $7.7$17.3 million of outstandingadditional principal and had repayments of approximately $12.6 million. As of June 30, 2021 and December 31, 2020, 0% and approximately 6.0%, respectively, of the Company’s loans held at fair value haveand we had no repayments of loans held at fair value. As of June 30, 2022 and December 31, 2021, none of our loans held at fair value had floating interest rates. As of December 31, 2020, these floating rates were subject to LIBOR floors, with a weighted average floor of 2.5%, calculated based on loans with LIBOR floors. References to LIBOR or “L” are to 30-day LIBOR (unless otherwise specifically stated).
The following tables summarize the Company’sour loans held at fair value as of June 30, 20212022 and December 31, 2020:2021:
| | | | | | | | | | | | | | | | | | | | | | | |
| As of June 30, 2022 |
| Fair Value (1) | | Carrying Value (2) | | Outstanding Principal (2) | | Weighted Average Remaining Life (Years) (3) |
| | | | | | | |
| Senior term loans | $ | 95,199,132 | | | $ | 93,940,582 | | | $ | 96,382,983 | | | 1.7 |
| Total loans held at fair value | $ | 95,199,132 | | | $ | 93,940,582 | | | $ | 96,382,983 | | | 1.7 |
| | | As of June 30, 2021 | | | | | | | | | | | | | | | | | | | | | |
| | | Fair Value (2) | | | Carrying Value (1) | | | Outstanding Principal (1) | | | Weighted Average Remaining Life (Years)(3) | | | As of December 31, 2021 |
| | | | | | | | | | | | Fair Value (1) | | Carrying Value (2) | | Outstanding Principal (2) | | Weighted Average Remaining Life (Years) (3) |
| Senior Term Loans | | $ | 44,852,315 | | $ | 43,916,537 | | $ | 46,653,209 | | | 2.6 | | |
| | Senior term loans | | Senior term loans | $ | 77,096,319 | | | $ | 74,913,157 | | | $ | 77,630,742 | | | 2.2 |
| Total loans held at fair value | | $ | 44,852,315 | | $ | 43,916,537 | | $ | 46,653,209 | | | 2.6 | | Total loans held at fair value | $ | 77,096,319 | | | $ | 74,913,157 | | | $ | 77,630,742 | | | 2.2 |
(1)
29Refer to Note 14 to our unaudited interim consolidated financial statements titled “Fair Value.”
| | | As of December 31, 2020 | |
| | | Fair Value (2) | | | Carrying Value (1) | | | Outstanding Principal (1) | | | Weighted Average Remaining Life (Years)(3) | |
| | | | | | | | | | | | | |
| Senior Term Loans | | $ | 48,558,051 | | | $ | 46,994,711 | | | $ | 50,831,235 | | | | 3.3 | |
| Total loans held at fair value | | $ | 48,558,051 | | | $ | 46,994,711 | | | $ | 50,831,235 | | | | 3.3 | |
Weighted average remaining life is calculated based on the fair value of the loans as of June 30, 2022 and December 31, 2021.
(1) | The difference between the Carrying Value and the Outstanding Principal amount of the loans consists of unaccreted purchase discount, deferred loan fees and loan origination costs. |
(2) | Refer to Footnote 14 to our unaudited financial statements included elsewhere in this quarterly report. |
(3) | Weighted average remaining life is calculated based on the fair value of the loans as of June 30, 2021 and December 31, 2020. |
The following table presents changes in loans held at fair value as of and for the six months ended June 30, 2021:2022:
| | | Principal | | | Original Issue Discount | | | Unrealized Gains / (Losses) | | | Fair Value | |
| | | | | | | | | | | | | |
| Total loans held at fair value at December 31, 2020 | | $ | 50,831,235 | | | $ | (3,836,524 | ) | | $ | 1,563,340 | | | $ | 48,558,051 | |
| Change in unrealized gains / (losses) on loans at fair value, net | | | - | | | | - | | | | (627,561 | ) | | | (627,561 | ) |
| New fundings | | | 7,677,701 | | | | (501,346 | ) | | | - | | | | 7,176,355 | |
| Loan repayments | | | (12,000,000 | ) | | | - | | | | - | | | | (12,000,000 | ) |
Loan amortization payments
| | | (583,324 | ) | | | - | | | | - | | | | (583,324 | ) |
| Accretion of original issue discount | | | - | | | | 1,601,197 | | | | - | | | | 1,601,197 | |
| PIK Interest | | | 727,597 | | | | - | | | | - | | | | 727,597 | |
| Total loans held at fair value at June 30, 2021 | | $ | 46,653,209 | | | $ | (2,736,673 | ) | | $ | 935,779 | | | $ | 44,852,315 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Principal | | Original Issue
Discount | | Unrealized Gains (Losses) | | Fair Value |
| | | | | | | |
| Total loans held at fair value at December 31, 2021 | $ | 77,630,742 | | | $ | (2,717,584) | | | $ | 2,183,161 | | | $ | 77,096,319 | |
| Change in unrealized (losses) gains on loans at fair value, net | — | | | — | | | (924,611) | | | (924,611) | |
| New fundings | 17,285,000 | | | (429,275) | | | — | | | 16,855,725 | |
| Accretion of original issue discount | — | | | 704,458 | | | — | | | 704,458 | |
| PIK interest | 1,467,241 | | | — | | | — | | | 1,467,241 | |
| Total loans held at fair value at June 30, 2022 | $ | 96,382,983 | | | $ | (2,442,401) | | | $ | 1,258,550 | | | $ | 95,199,132 | |
As of June 30, 20212022 and December 31, 2020,2021, our portfolio included tenzero and threeone investments in debt securities, respectively, held at fair value. We sold our investment in debt securities in the first quarter of 2022 for approximately $15.9 million, which was previously designated as available-for-sale as of December 31, 2021, recognizing a loss on the sale of marketable securities of approximately $0.2 million in the first quarter of 2022.
The following table summarizes our debt securities held at fair value as of December 31, 2021. We did not hold any investments in debt securities as of June 30, 2022.
| | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2021 |
| Fair Value (1) | | Carrying Value (2) | | Outstanding Principal (2) | | Weighted Average Remaining Life (Years) (3) |
| | | | | | | |
| Debt securities | $ | 15,881,250 | | | $ | 16,050,000 | | | $ | 15,000,000 | | | 2.9 |
| Total debt securities held at fair value | $ | 15,881,250 | | | $ | 16,050,000 | | | $ | 15,000,000 | | | 2.9 |
(1)The difference between the carrying value and the outstanding principal amount of the securities consists of unaccreted purchase premium and loan origination costs.
(2)Weighted average remaining life is calculated based on the fair value of the loans as of December 31, 2021.
The following table presents changes in debt securities held at fair value as of and for the six months ended June 30, 2022:
| | | | | | | | | | | | | | | | | | | | | | | |
| Principal | | Original Issue Discount | | Unrealized Gains (Losses) | | Fair Value |
| | | | | | | |
| Total debt securities held at fair value at December 31, 2021 | $ | 15,000,000 | | | $ | 1,050,000 | | | $ | (168,750) | | | $ | 15,881,250 | |
| Realized (losses) gains on securities at fair value, net | — | | | (150,000) | | | — | | | (150,000) | |
| Change in accumulated other comprehensive income | — | | | — | | | 168,750 | | | 168,750 | |
| Sale of securities | (15,000,000) | | | (900,000) | | | — | | | (15,900,000) | |
| Total debt securities held at fair value at June 30, 2022 | $ | — | | | $ | — | | | $ | — | | | $ | — | |
As of June 30, 2022 and December 31, 2021, our portfolio included nine and twelve loans, respectively, held at carrying value. The aggregate originated commitment under these loans was approximately $136.3$383.0 million and $44.0$324.3 million, respectively, and outstanding principal was approximately $114.4$326.2 million and $33.9$270.8 million, respectively, as of June 30, 20212022 and December 31, 2020.2021. During the six months ended June 30, 2021,2022, we funded approximately $79.9$116.2 million of outstandingadditional principal. As of June 30, 20212022 and December 31, 2020,2021, approximately 44%38% and 35%48%, respectively, of our loans held at carrying value have floating interest rates. TheseAs of June 30, 2022, these floating benchmark rates areinclude one-month LIBOR subject to London Interbank Offered Rate (“LIBOR”) floors, with a weighted average floor of 1%1.0% and 1%quoted at 1.787%, respectively, calculated based on loans with LIBOR floors. Referencesone-month Secured Overnight Financing Rate (“SOFR”) subject to LIBOR or “L” area weighted average floor of 1.0% and quoted at 1.686% and U.S. Prime Rate subjected to 30-day LIBOR (unless otherwise specifically stated)a weighted average floor of 4.0% quoted at 4.750%.
The following tables summarize the Company’sour loans held at carrying value as of June 30, 20212022 and December 31, 2020:2021:
| | | As of June 30, 2021 | |
| | | Outstanding Principal (1) | | | Original Issue Discount | | | Carrying Value (1) | | | Weighted Average Remaining Life (Years)(2) | |
| | | | | | | | | | | | | |
| Senior Term Loans | | $ | 114,376,084 | | | $ | (8,971,899 | ) | | $ | 105,404,185 | | | | 3.8 | |
| Total loans held at carrying value | | $ | 114,376,084 | | | $ | (8,971,899 | ) | | $ | 105,404,185 | | | | 3.8 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| As of June 30, 2022 |
| Outstanding Principal (1) | | Original
Issue
Discount | | Carrying Value (1) | | Weighted Average Remaining Life (Years) (2) |
| | | | | | | |
| Senior term loans | $ | 326,181,229 | | | $ | (10,299,185) | | | $ | 315,882,044 | | | 2.9 |
| Total loans held at carrying value | $ | 326,181,229 | | | $ | (10,299,185) | | | $ | 315,882,044 | | | 2.9 |
| | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2021 |
| Outstanding Principal (1) | | Original
Issue
Discount | | Carrying Value (1) | | Weighted Average Remaining Life (Years) (2) |
| | | | | | | |
| Senior term loans | $ | 270,841,715 | | | $ | (13,678,219) | | | $ | 257,163,496 | | | 3.4 |
| Total loans held at carrying value | $ | 270,841,715 | | | $ | (13,678,219) | | | $ | 257,163,496 | | | 3.4 |
| | | As of December 31, 2020 | |
| | | Outstanding Principal (1) | | | Original Issue Discount | | | Carrying Value (1) | | | Weighted Average Remaining Life (Years)(2) | |
| | | | | | | | | | | | | |
| Senior Term Loans | | $ | 33,907,763 | | | $ | (2,070,732 | ) | | $ | 31,837,031 | | | | 4.7 | |
| Total loans held at carrying value | | $ | 33,907,763 | | | $ | (2,070,732 | ) | | $ | 31,837,031 | | | | 4.7 | |
(3) | The difference between the Carrying Value and the Outstanding Principal amount of the loans consists of unaccreted original issue discount and loan origination costs. |
(1)
(4) | Weighted average remaining life is calculated based on the carrying value of the loans as of June 30, 2021 and December 31, 2020. |
(2)
The following table presents changes in loans held at carrying value as of and for the six months ended June 30, 2021:2022:
| | | Principal | | | Original Issue Discount | | | Carrying Value | |
| | | | | | | | | | |
| Total loans held at carrying value at December 31, 2020 | | $ | 33,907,763 | | | $ | (2,070,732 | ) | | $ | 31,837,031 | |
| New fundings | | | 79,928,825 | | | | (7,574,384 | ) | | | 72,354,441 | |
| Accretion of original issue discount | | | - | | | | 673,217 | | | | 673,217 | |
| PIK interest | | | 539,496 | | | | - | | | | 539,496 | |
| Total loans held at carrying value at June 30, 2021 | | $ | 114,376,084 | | | $ | (8,971,899 | ) | | $ | 105,404,185 | |
| | | | | | | | | | | | | | | | | |
| Principal | | Original Issue
Discount | | Carrying Value |
| | | | | |
| Total loans held at carrying value at December 31, 2021 | $ | 270,841,715 | | | $ | (13,678,219) | | | $ | 257,163,496 | |
| New fundings | 116,200,972 | | | (4,253,401) | | | 111,947,571 | |
| Accretion of original issue discount | — | | | 7,632,435 | | | 7,632,435 | |
| Loan repayments | (52,014,211) | | | — | | | (52,014,211) | |
| Sale of loans | (10,000,000) | | | — | | | (10,000,000) | |
| PIK interest | 1,981,755 | | | — | | | 1,981,755 | |
| Loan amortization payments | (829,002) | | | — | | | (829,002) | |
| Total loans held at carrying value at June 30, 2022 | $ | 326,181,229 | | | $ | (10,299,185) | | | $ | 315,882,044 | |
As of June 30, 20212022 and December 31, 2020,2021, our portfolio included one loan receivable at carrying value. The originated commitment under this loan was approximately $4.0 million and outstanding principal was approximately $3.0$2.2 million and $3.4$2.5 million as of June 30, 20212022 and December 31, 2020,2021, respectively. During the six months ended June 30, 2021,2022, we received repayments of $337,741approximately $0.3 of outstanding principal.
The following table presents changes in loans receivable as of and for the six months ended June 30, 2021:2022:
| | | Principal | | | Original Issue Discount | | | Carrying Value | |
| | | | | | | | | | |
| Total loans receivable at carrying value at December 31, 2020 | | $ | 3,352,176 | | | $ | (3,913 | ) | | $ | 3,348,263 | |
| Principal repayment of loans | | | (337,741 | ) | | | - | | | | (337,741 | ) |
| Accretion of original issue discount | | | - | | | | 618 | | | | 618 | |
| Total loans receivable at carrying value at June 30, 2021 | | $ | 3,014,435 | | | $ | (3,295 | ) | | $ | 3,011,140 | |
| | | | | | | | | | | | | | | | | |
| Principal | | Original Issue
Discount | | Carrying
Value |
| | | | | |
| Total loan receivable at carrying value at December 31, 2021 | $ | 2,533,266 | | | $ | (2,678) | | | $ | 2,530,588 | |
| Principal repayment of loans | (337,114) | | | — | | | (337,114) | |
| Accretion of original issue discount | — | | | 618 | | | 618 | |
| PIK interest | 26,187 | | | — | | | 26,187 | |
| Total loan receivable at carrying value at June 30, 2022 | $ | 2,222,339 | | | $ | (2,060) | | | $ | 2,220,279 | |
The below table summarizes our total loan portfolio as of June 30, 2021.2022:
| Loan Names | | Status | | Original Funding Date(1) | | Loan Maturity | | AFCG Loan, net of Syndication | | % of Total AFCG | | | Principal Balance as of 6/30/2021 | | Cash Interest Rate | | | Paid In Kind (“PIK”) | | Fixed/ Floating | | Amortization During Term | | YTM (2)(3) |
| Public Co. A - Real Estate Loan | | Funded | | 7/3/2019 | | 1/26/2023 | | $ | 2,940,000 | | | 1.6 | % | | $ | 2,940,000 | | | 12.0 | % | | | 2.0 | % | Fixed | | No | | | | 19 | % |
| Public Co. A - Equipment Loans | | Funded | | 8/5/2019 | | 3/5/2024 | | | 4,000,000 | | | 2.1 | % | | | 3,014,435 | | | 12.0 | % | | | N/A | | Fixed | | Yes | | | | 18 | % |
| Private Co. A | | Funded | | 5/8/2020 | | 5/8/2024 | | | 34,000,000 | | | 18.1 | % | | | 34,654,069 | | | 13.0 | % | | | 4.0 | % | Fixed | | Yes | | | | 24 | % |
| Private Co. B | | Funded | | 9/10/2020 | | 9/1/2023 | | | 10,500,000 | | | 5.6 | % | | | 9,059,140 | | | 13.0 | % | | | 4.0 | % | Fixed | | Yes | | | | 26 | % |
| Private Co. C | | Funded | | 11/5/2020 | | 12/1/2025 | | | 22,000,000 | | | 11.7 | % | | | 16,571,443 | | | 13.0 | % | | | 4.0 | % | Floating | | Yes | | | | 22 | % |
Sub. of Public Co. D(4) | | Funded | | 12/18/2020 | | 12/18/2024 | | | 10,000,000 | | | 5.3 | % | | | 10,000,000 | | | 12.9 | % | | | N/A | | Fixed | | No | | | | 14 | % |
| Private Co. D | | Funded | | 12/23/2020 | | 1/1/2026 | | | 12,000,000 | | | 6.4 | % | | | 12,107,055 | | | 13.0 | % | | | 2.0 | % | Fixed | | Yes | | | | 20 | % |
| Private Co. E | | Funded | | 3/30/2021 | | 4/1/2026 | | | 21,000,000 | | | 11.2 | % | | | 11,174,533 | | | 13.0 | % | | | 4.0 | % | Floating | | Yes | | | | 26 | % |
| Private Co. F | | Funded | | 4/27/2021 | | 5/1/2026 | | | 13,000,000 | | | 6.9 | % | | | 6,166,025 | | | 13.0 | % | | | 4.0 | % | Fixed | | Yes | | | | 28 | % |
Public Co. E(4) | | Funded | | 4/29/2021 | | 4/29/2025 | | | 15,000,000 | | | 8.0 | % | | | 15,000,000 | | | 13.0 | % | | | N/A | | Fixed | | Yes | | | | 17 | % |
| Sub of Private Co. G | | Funded | | 4/30/2021 | | 5/1/2026 | | | 22,000,000 | | | 11.7 | % | | | 22,075,778 | | | 13.0 | % | | | 4.0 | % | Floating | | Yes | | | | 18 | % |
Sub of Private Co. H(5) | | Funded | | 5/11/2021 | | 5/11/2023 | | | 5,781,250 | | | 3.1 | % | | | 5,781,250 | | | 15.0 | % | | | N/A | | Fixed | | No | | | | 20 | % |
| Public Co. F | | Funded | | 5/21/2021 | | 5/30/2023 | | | 10,000,000 | | | 5.3 | % | | | 10,000,000 | | | 9.8 | % | | | N/A | | Fixed | | No | | | | 12 | % |
Private Co. I - Bridge Loan(6) | | Funded | | 6/4/2021 | | 7/9/2021 | | | 5,500,000 | | | 3.0 | % | | | 5,500,000 | | | 13.0 | % | | | N/A | | Fixed | | No | | | | N/A | |
| | | | | | | SubTotal
| | $ | 187,721,250
| | | 100.0
| %
| | $ | 164,043,728
| | | 12.8
| %
| | | 3.7
| %
| | | | | | | 21
| %
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Wtd Average
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loan Names | Original Funding Date(1) | Loan
Maturity | AFCG Loan,
net of
Syndication | % of
Total
AFCG | Principal
Balance as
of 6/30/2022 | Cash
Interest
Rate | PIK | Fixed/
Floating | Amortization
During
Term | YTM (2)(3) |
| Public Co. A - Real Estate Loan | 7/3/2019 | 1/26/2023 | $ | 2,940,000 | | 0.6 | % | $ | 3,069,437 | | 10.0 | % | 4.0% | Fixed | No | 19 | % |
| Public Co. A - Equipment Loans | 8/5/2019 | 3/3/2025 | 4,000,000 | | 0.8 | % | 2,222,339 | | 12.0 | % | N/A | Fixed | Yes | 19 | % |
Private Co. A(4) | 5/8/2020 | 5/8/2024 | 77,785,000 | | 16.1 | % | 80,301,694 | | 12.8 | % | 2.7% | Fixed | Yes | 22 | % |
| Private Co. B | 9/10/2020 | 9/1/2023 | 15,500,000 | | 3.2 | % | 13,011,852 | | 13.0 | % | 4.0% | Fixed | Yes | 28 | % |
| Private Co. C | 11/5/2020 | 12/1/2025 | 24,000,000 | | 5.0 | % | 24,534,371 | | 13.8 | % | 4.0% | Floating | Yes | 23 | % |
Sub of Private Co. G(5) | 4/30/2021 | 5/1/2026 | 65,400,000 | | 13.5 | % | 55,349,240 | | 13.2 | % | 1.8% | Floating | Yes | 21 | % |
Sub of Private Co. H(6) | 5/11/2021 | 5/11/2023 | 5,781,250 | | 1.2 | % | 5,781,250 | | 15.0 | % | N/A | Fixed | No | 20 | % |
Public Co. F(5) | 5/21/2021 | 5/30/2023 | 86,600,000 | | 17.9 | % | 86,600,000 | | 8.6 | % | N/A | Fixed | No | 11 | % |
| Private Co. I | 7/14/2021 | 8/1/2026 | 10,430,144 | | 2.2 | % | 10,661,155 | | 13.8 | % | 2.5% | Floating | Yes | 22 | % |
| Private Co. K | 4/28/2022 | 5/3/2027 | 25,245,000 | | 5.2 | % | 9,730,000 | | 13.7 | % | N/A | Floating | Yes | 18 | % |
| Private Co. J | 8/30/2021 | 9/1/2025 | 23,000,000 | | 4.8 | % | 23,525,212 | | 13.8 | % | 4.0% | Floating | Yes | 22 | % |
| Sub of Public Co. H | 12/16/2021 | 1/1/2026 | 60,000,000 | | 12.4 | % | 60,000,000 | | 9.8 | % | N/A | Fixed | No | 14 | % |
| Private Co. L | 4/20/2022 | 5/1/2026 | 82,500,000 | | 17.1 | % | 50,000,000 | | 12.0 | % | N/A | Fixed | Yes | 16 | % |
SubTotal (7) | $ | 483,181,394 | | 100.0 | % | $ | 424,786,550 | | 11.6 | % | 1.4% | | | 18 | % |
| | | | | | | | | | Wtd
Average |
Information is as of June 30, 2022 unless otherwise specified. Borrower names have been kept confidential due to confidentiality agreement obligations.
(1)All loans originated prior to July 31, 2020 were purchased from an affiliated entity at fair value which approximated accreted and/or amortized cost plus accrued interest on July 31, 2020.
(2)Estimated YTM includes a variety of fees and features that affect the total yield, which may include, but is not limited to, OID, exit fees, prepayment fees, unused fees and contingent features. OID is recognized as a discount to the funded loan principal and is accreted to income over the term of the loan. Loans originated before July 31, 2020 were acquired by us, net of unaccreted OID, which we accrete to income over the remaining term of the loan. In some cases, additional OID is recognized from additional purchase discounts attributed to the fair value of equity positions that were separated from the loans prior to our acquisition of such loans.
The estimated YTM calculations require management to make estimates and assumptions, including, but not limited to, the timing and amounts of loan draws on delayed draw loans, the timing and collectability of exit fees, the probability and timing of prepayments and the probability of contingent features occurring. For example, ourcertain credit agreements with Private Company C, Private Company E, Private Company F, and Subsidiary of Private Company G contain provisions pursuant to which certain PIK interest rates and fees earned by us under such credit agreements will decrease upon the satisfaction of certain specified criteria which we believe may improve the risk profile of the applicable borrower. To be conservative, we have not assumed any prepayment penalties or early payoffs in our estimated YTM calculation. Estimated YTM is based on current management estimates and assumptions, which may change. Actual results could differ from those estimates and assumptions.
(3)Estimated YTM for the loansloan with Public Company A, Private Company A Private Company D, and Private Company E is enhanced by purchase discounts attributed to the fair value of equity warrants that were separated from the loansloan prior to our acquisition of such loans.loan. The purchase discounts accrete to income over the respective remaining terms of the applicable loans.loan.
(4) Loans to Subsidiary Of Public Company D and Public Company E do not reflect each borrower’s option to requestPIK interest rate for Private Co. A represents a maturity extension for an additional 364 days from the respective original loan maturity date,blended rate of differing PIK interest rates applicable to each of the three tranches to which we are not obligateda lender under the senior secured term loan credit facility with Private Company A (as may be amended, supplemented, amended and restated or otherwise modified from time to grant.time, the ‘‘Private Company A Credit Facility’’).
(5) (6)Loan to Subsidiary of Private Company H does not reflect the borrower’s option to request up to two maturity extensions each for an additional six months from the then-existing loan maturity date. The first extension, which is available at the borrower’s sole option, is subject to a payment of a 2.0% fee. The second extension is subject to the approval of all lenders.
(6) Estimated YTM for bridge loan to Private Company I is not presented due to the loan’s short-term nature, which results in a high estimated YTM that management does not believe is indicative of our expected YTM for the average loans of the types that constitute our portfolio. In July 2021, the bridge loan to Private Company I was refinanced by a larger credit facility that contains economic terms more consistent with the remainder of our portfolio. Refer to “—Recent Developments” for more information on the new loan.
Illustrative Description of Borrowers:
Public Company A
Single-state cultivator, producer and full-service brand fulfillment partner that produces a wide range of products in the Nevada market. Public Company A operates a +/- 400,000 square foot greenhouse and 55,000 square foot processing and custom packaging facility, which is capable of producing 140,000 pounds of dry flower per year. The real estate collateral of Public Company A consists of a greenhouse and processing facility in Nevada.
Private Company A
Multi-state operator with operations in six states. Private Company A is a vertically integrated cultivator and retailer of both medical and adult-use cannabis that primarily operates under its own brand. Private Company A’s business segments include cultivation, extraction and processing, retail products, and dispensaries. The real estate collateral of Private Company A consists of three cultivation facilities across Arizona and Michigan and ten dispensaries across Arizona, Maryland, Massachusetts and Michigan.
Private Company B
Single-state operator currently constructing an indoor cultivation facility to wholesale product to the medicalThe interest and adult use markets in Michigan. Private Company B produces high-end cannabis strains and intends to focus on the high-end, top-tier cannabis niche. The management team has over 20 years’ experience in the cannabis industry, including ten years in Michigan. The real estate collateral for Private Company B consists of a cultivation facility in Michigan.
Private Company C
Single-state vertically integrated cultivator and retailer of medical cannabis. Private Company C operates under a Chapter 20 Clinical Registrant license and has partnered to collaborate on multifaceted studies to substantiate safety and positive therapeutic outcomes. Private Company C currently operates a cultivation facility and three dispensaries with the ability to add three additional dispensary locations. The real estate collateral of Private Company C consists of a cultivation facility and dispensary in Pennsylvania.
Subsidiary of Public Company D
Public Company D participates in the medical and adult use market across Canada and in several US states where cannabis has been legalized for therapeutic or adult use. Subsidiary of Public Company D is a premier medical marijuana cultivator, processor and distributor in Pennsylvania. Public Company D also has operators in California and New Jersey. The real estate collateral for Subsidiary of Public Company D consists of a cultivation facility in Pennsylvania.
Private Company D
Multi-state operator who operates five dispensaries, the maximum amount of dispensaries allowed by law for any operator, in the State of Ohio and one dispensary in Arkansas. Private Company D historical focus has been dispensary operations and has licenses in other states, where it also operates dispensaries. The real estate collateral for Private Company D consists of three dispensaries across Ohio and Arkansas.
Private Company E
Single-state operator who operates one dispensary and is currently constructing an indoor cultivation facility to wholesale product for medical use in Ohio. Private Company E approaches the medical cannabis market from the healthcare and scientific perspectives of its founders and key executives, differentiating it in the industry. The real estate collateral for Private Company E consists of a cultivation and processing facility and a dispensary in Ohio.
Private Company F
Single-state operator currently constructing a cultivation/manufacturing facility and two dispensaries in Missouri and will lease two additional dispensary locations for a total of four dispensaries in the state. Private Company F’s management team has extensive experience operating retail operations in other states. The real estate collateral for Private Company F consists of a cultivation/manufacturing facility and two dispensaries in Missouri.
Public Company E
Multi-state operator with operations in four states. Public Company E is a vertically integrated cultivator and retailer in both Florida and Texas with cultivation in Michigan and retail operations in Pennsylvania. Public Company E’s Florida operations consist of two cultivation and processing locations as well as 23 dispensaries across the state. The real estate collateral for Public Company E consists of a cultivation facility in Michigan.
Subsidiary of Private Company G
Private Company G is a multi-state operator with assets across nine states. Subsidiary of Private Company G operates in New Jersey as an alternative treatment center which allows for one cultivation facility and three dispensary operations, all of whichPIK subtotal rates are being constructed using the proceeds of the loan to Subsidiary of Private Company G. The real estate collateral for Subsidiary of Private Company G consists of a cultivation facility and dispensary operation in New Jersey.
33weighted average rates.
Subsidiary of Private Company H
Private Company H is a multi-state operator with assets in Arkansas, Florida, Maryland and Illinois. Subsidiary of Private Company H is a single-state operator that is currently expanding their cultivation facility in Illinois, which is licensed to grow both recreational and medical use cannabis. Subsidiary of Private Company H also operates two additional dispensaries in the state, one licensed to sell medical use cannabis and the other licensed to sell both recreational and medical use cannabis. The real estate collateral for Subsidiary of Private Company H consists of a cultivation facility in Illinois.
Public Company F
Public Company F is an Illinois based multi-state operator with approximately 75 retail locations across 14 states and has expanded via an aggressive M&A strategy. The real estate collateral for Public Company F consists of five cultivation facilities across Illinois, Florida, Nevada, Ohio, and Massachusetts and eight dispensaries across Illinois, Michigan, Maryland, Arkansas, Ohio, Nevada, Florida, and Arizona.
Private Company I
Private Company I is a Maryland based single-state operator with an existing cultivation and processing operation in the state, as well as one operational dispensary.
Collateral Overview
Our loans are secured by various types of assets of our borrowers, including real property and certain personal property, including value associated with licenses, equipment, and other assets to the extent permitted by applicable laws and the regulations governing our borrowers. We do not have liens on cannabis inventory and are generally restricted from taking ownership of state licenses by current statutory prohibitions and exchange listing standards. The documents governing our loans also include a variety of provisions intended to provide remedies against the value associated with licenses. For
The below table representsexample, some loan documents require a grant of a security interest in all property of the entities holding licenses to the extent not prohibited by applicable law or regulations (or requiring regulatory approval), equity pledges of entities holding licenses, receivership remedies and/or other remedies to secure the value associated with the borrowers’ licenses. Upon default of a loan, we may seek to sell the loan to a third party or have an affiliate or a third-party work with the borrower to have the borrower sell collateral securing the loan to a third party or institute a foreclosure proceeding to have such collateral sold, in each case, to generate funds towards the payoff of the loan. While we believe that the appraised value of any real estate assets or other collateral securing our loans asmay impact the amount of the recovery in each such scenario, the amount of any such recovery from the sale of such real estate or other collateral may be less than the appraised value of such collateral and the sale of such collateral may not be sufficient to pay off the remaining balance on the defaulted loan. Becoming the holder of a license through foreclosure or otherwise, the sale of a license or other realization of the value of licenses requires the approval of regulatory authorities. As of June 30, 2021. The values in the table below were2022, our portfolio of loans had a weighted average real estate collateral coverage of approximately 1.1 times our aggregate committed principal amount of such loans. Our real estate collateral coverage for each of our loans was measured at the time of underwriting and based on various sources of data available at such time. We calculate our weighted average real estate collateral coverage by estimating the underlying value of our real estate collateral based on various objective and subjective factors, including, without limitation, third party appraisals, total cost basis of the subject property and/or our own internal estimates.
| | | | | | | | | | | | | | | | | Real Estate | |
| Borrower | Status | Date | | AFCG Loan, net of Syndication | | | % of Total AFCG | | | Total Funded Debt Issuance | | | AFCG % of the Total Loan | | | Est. Real Estate Value (1) | | | Real Estate Collateral Coverage | | | Implied Real Estate Collateral for AFCG | | | AFCG Real Estate Collateral Coverage | |
Public Co. A - Real Estate Loan(2) | Funded | 7/3/2019 | | $ | 2,940,000 | | | | 1.6 | % | | $ | 30,000,000 | | | | 9.8 | % | | $ | 72,000,000 | | | | 2.40 | x | | $ | 7,056,000 | | | | 2.4 | x |
| Public Co. A - Equipment Loan | Funded | 8/5/2019 | | $ | 4,000,000 | | | | 2.1 | % | | $ | 20,000,000 | | | | 20.0 | % | | $ | 0 | | | | 0.00 | x | | $ | 0 | | | | 0.0 | x |
Private Co. A(3) | Funded | 5/8/2020 | | $ | 34,000,000 | | | | 18.1 | % | | $ | 42,500,000 | | | | 80.0 | % | | $ | 53,408,035 | | | | 1.26 | x | | $ | 42,726,428 | | | | 1.3 | x |
Private Co. B(4) | Funded | 9/10/2020 | | $ | 10,500,000 | | | | 5.6 | % | | $ | 10,500,000 | | | | 100.0 | % | | $ | 19,536,098 | | | | 1.86 | x | | $ | 19,536,098 | | | | 1.9 | x |
Private Co. C(5) | Funded | 11/5/2020 | | $ | 22,000,000 | | | | 11.7 | % | | $ | 22,000,000 | | | | 100.0 | % | | $ | 23,733,050 | | | | 1.08 | x | | $ | 23,733,050 | | | | 1.1 | x |
Subsidiary of Public Co. D(6) | Funded | 12/18/2020 | | $ | 10,000,000 | | | | 5.3 | % | | $ | 120,000,000 | | | | 8.3 | % | | $ | 26,058,332 | | | | 0.22 | x | | $ | 2,171,528 | | | | 0.2 | x |
Private Co. D(7) | Funded | 12/23/2020 | | $ | 12,000,000 | | | | 6.4 | % | | $ | 12,000,000 | | | | 100.0 | % | | $ | 7,538,589 | | | | 0.63 | x | | $ | 7,538,589 | | | | 0.6 | x |
Private Co. E(8) | Funded | 3/30/2021 | | $ | 21,000,000 | | | | 11.2 | % | | $ | 21,000,000 | | | | 100.0 | % | | $ | 16,102,000 | | | | 0.77 | x | | $ | 16,102,000 | | | | 0.8 | x |
Private Co. F(9) | Funded | 4/27/2021 | | $ | 13,000,000 | | | | 6.9 | % | | $ | 13,000,000 | | | | 100.0 | % | | $ | 8,062,097 | | | | 0.62 | x | | $ | 8,062,097 | | | | 0.6 | x |
Public Co. E(10) | Funded | 4/29/2021 | | $ | 15,000,000 | | | | 8.0 | % | | $ | 71,000,000 | | | | 21.1 | % | | $ | 2,097,998 | | | | 0.03 | x | | $ | 443,239 | | | | 0.0 | x |
Sub of Private Co. G(11) | Funded | 4/30/2021 | | $ | 22,000,000 | | | | 11.7 | % | | $ | 22,000,000 | | | | 100.0 | % | | $ | 43,713,935 | | | | 1.99 | x | | $ | 43,713,935 | | | | 2.0 | x |
Sub of Private Co. H(12) | Funded | 5/11/2021 | | $ | 5,781,250 | | | | 3.1 | % | | $ | 37,000,000 | | | | 15.6 | % | | $ | 35,000,000 | | | | 0.95 | x | | $ | 5,468,750 | | | | 0.9 | x |
Public Co. F(13) | Funded | 5/21/2021 | | $ | 10,000,000 | | | | 5.3 | % | | $ | 130,000,000 | | | | 7.7 | % | | $ | 127,890,000 | | | | 0.98 | x | | $ | 9,837,692 | | | | 1.0 | x |
Private Co. I - Bridge Loan(14) | Funded | 6/4/2021 | | $ | 5,500,000 | | | | 3.0 | % | | $ | 5,500,000 | | | | 100.0 | % | | $ | 0 | | | | 0.00 | x | | $ | 0 | | | | 0.0 | x |
| | | | | $ | 187,721,250 | | | | 100.0 | % | | $ | 556,500,000 | | | | | | | $ | 435,140,134 | | | | 0.78 | x | | $ | 186,389,406 | | | | 1.0 | x |
(1) | To the extent the applicable loan is intended to fund any acquisitions and/or construction, the applicable figure includes expected total basis on such future construction and/or acquisitions plus appraised value. |
(2) | Public Company A real estate is based on total cost basis. |
(3) | Private Company A real estate is based on total cost basis |
(4) | Private Company B real estate is based on the expected total cost basis of a to-be-built facility, as completed. The anticipated completion date for the to-be-built facility is August 2021. |
(5) | Private Company C real estate is based on the cost basis of two facilities, including the capital expenditures for one facility that is being converted for cannabis cultivation purposes. The construction of the to-be-converted facility is divided into six phases. The first phase was completed in December 2020 and the anticipated completion date for the remaining phases of construction is November 2021. |
(6) | Subsidiary of Public Company D real estate is based on total cost basis. |
(7) | Private Company D real estate is based on our internal estimations of property values. |
(8) | Private Company E real estate is based on the expected total cost basis, including construction expected to be completed within 12 months of loan closing. |
(9) | Private Company F real estate is based on the expected total cost basis, including construction expected to be completed within 12 months of loan closing. |
(10) | Public Company E real estate is based on total cost basis. |
(11) | Subsidiary of Private Company G real estate is based on the expected total cost basis, including construction expected to be completed within 12 months of loan closing. |
(12) | Subsidiary of Private Company H real estate is based on appraised value. |
(13) | Public Company F real estate is based on appraised value. |
(14) | The bridge loan to Private Company I was refinanced in July 2021 by a larger credit facility. Refer to “—Recent Developments” for more information on this loan.
|
Liquidity and Capital Resources
Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund and maintain our assets and operations, make distributions to our stockholdersshareholders and meet other general business needs. We use significant cash to purchase our target investments, repay principal and interest on our borrowings, make distributions to our stockholdersshareholders and fund our operations.
Our primary sources of cash generally consist of unused borrowing capacity under our Revolving Credit Agreement,Facility, the net proceeds of future debt or equity offerings, including in connection with the ATM Program, payments of principal and interest we receive on our portfolio of assets and cash generated from our operating results. We expect that
Our net cash provided by operating activities for the six months ended June 30, 2022 of approximately $15.2 million was less than our primary sourcesdividend payments of financing$19.1 million made during the same period due to earned OID of $8.3 million and PIK repayments of $1.2 million related to repayments from Private Company D, Private Company F and Private Company E during such period. OID relates to cash withheld by the Company upon funding of its investments and is included under the ‘Supplemental disclosure of non-cash activity’ on the Consolidated Statements of Cash Flows.
Capital Markets
Our Shelf Registration Statement became effective on April 18, 2022, allowing us to sell, from time to time in one or more offerings, up to $1.0 billion of our securities, including common stock, preferred stock, debt securities, warrants and rights (including as part of a unit) to purchase shares of our common stock or preferred stock. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering. We may also access liquidity through our ATM Program, which was
established in April 2022 pursuant to the extent availablewhich we may sell, from time to us, through (a) credit facilities and (b) public and private offeringstime, up to $75.0 million of our common stock. As of June 30, 2022, we sold an aggregate of 114,932 shares of the Company’s common stock under the Sales Agreement at an average price of $18.08 per share. The sales generated net proceeds of approximately $1.3 million.
We may seek to raise further equity capital and issue debt securities. In thesecurities in order to fund our future we may utilize other sources of financing to the extent available to us.investments in loans. As the cannabis industry continues to evolve and to the extent that additional states legalize cannabis, the demand for capital continues to increase as operators seek to enter and build out new markets. We expect the principal amount of the loans we originate to increase and that we will need to raise additional equity and/or debt funds to increase our liquidity in the near future.
As of June 30, 20212022 and December 31, 2020,2021, all of our cash was unrestricted and totaled approximately $124.6$45.6 million and $9.6$109.2 million, respectively.
The sourcesAs of financing forJune 30, 2022, we believe that our target investments are described below.
Revolving Credit Facility
PursuantThe Revolving Credit Facility contains aggregate commitments of $60.0 million from two FDIC-insured banking institutions, which may be increased to the termsup to $100.0 million in aggregate (subject to available borrowing base and additional commitments), and contains a maturity date of April 29, 2025. Interest is payable on the Revolving Credit Agreement, our revolving credit facility provides revolving loan commitmentsFacility at the greater of up to $50.0 million(1) the applicable base rate plus 0.50% and bears interest at a fixed rate of 6% per annum,(2) 4.50%, as provided in the Revolving Credit Agreement, payable in cash in arrears. AsWe incurred a one-time commitment fee expense of eachapproximately $0.4 million, which is amortized over the life of June 30, 2021 and December 31, 2020, we did not have any borrowings outstanding under our Revolving Credit Agreement. Future proceeds underthe facility. Commencing on the six-month anniversary of the closing date, the Revolving Credit Agreement are availableFacility has an unused line fee of 0.25% per annum, to fund loans and bridge capital contributions and for general corporate purposes. We did not incur any fees or costs related tobe paid semi-annually in arrears, which will be included within interest expense in the originationCompany’s consolidated statements of the Revolving Credit Agreement and we are not required to pay any commitment fees under the Revolving Credit Agreement. operations.
Our obligations under the Revolving Credit Agreement and the other loan documents delivered in connection therewithFacility are secured by certain assets of ours comprising of or relating to loan obligations designated for inclusion in the borrowing base. In addition, we are subject to various financial and other covenants, including: (1) liquidity of at least $5.0 million, (2) annual debt service coverage of at least 1.50 to 1.0 and (3) secured debt not to exceed 25% of total consolidated assets of us and our subsidiaries.
Termination of AFC Finance Credit Facility
On April 29, 2022, upon our entry into the Revolving Credit Facility, we terminated the AFCF Revolving Credit Facility with AFC Finance, LLC. In connection with the termination, we paid the outstanding amounts remaining in connection with the commitment fee of approximately $0.1 million and accelerated the remaining deferred financing costs of approximately $0.1 million. There were no other payments, premiums or penalties required to be paid in connection with the termination.
2027 Senior Notes
On November 3, 2021, we issued $100.0 million in the aggregate principal amount of the 2027 Senior Notes. The 2027 Senior Notes accrue interest at a first priority security interest in substantiallyrate of 5.75% per annum. Interest on the 2027 Senior Notes is due semi-annually on May 1 and November 1 of each year, beginning on May 1, 2022. The net proceeds from the issuance of the 2027 Senior Notes were approximately $97.0 million, after deducting the initial purchasers’ discounts and commissions and estimated offering fees and expenses payable by us.
Under the Indenture, we are required to cause all of our existing and future assets. The maturity date ofsubsidiaries to guarantee the Revolving Credit Agreement is the earlier of (i) December 31, 2021 and (ii) a Refinancing Credit Facility. The Revolving Credit Agreement provides for2027 Senior Notes, other than certain covenants, including requiring us to deliver financial information and any notices of default, and conducting businessimmaterial subsidiaries as set forth in the normal course. ToIndenture. Subsequent to the besttransfer of our knowledge,investment in the senior secured loan to Private Company I to TRS1 on April 1, 2022, TRS1 was added as a subsidiary guarantor under the Indenture. As of June 30, 2021,2022, the 2027 Senior Notes are guaranteed by TRS1.
Prior to February 1, 2027, we weremay redeem the 2027 Senior Notes at any time, in compliancewhole or from time to time in part, at a redemption price equal to the greater of 100% of the principal amount thereof or a make-whole premium set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. On or after February 1, 2027, we
may redeem the 2027 Senior Notes in whole or in part at a price equal to 100% of the principal amount of the 2027 Senior Notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. The Indenture also requires us to offer to purchase all material respects withof the 2027 Senior Notes at a purchase price equal to 101% of the principal amount of the 2027 Senior Notes, plus accrued and unpaid interest if a “change of control triggering event” (as defined in the Indenture) occurs.
The Indenture contains customary terms and restrictions, subject to a number of exceptions and qualifications, including restrictions on our ability to (1) incur additional indebtedness unless the Annual Debt Service Charge (as defined in the Indenture) is no less than 1.5 to 1.0, (2) incur or maintain total debt in an aggregate principal amount greater than 60% of our consolidated Total Assets (as defined in the Indenture), (3) incur or maintain secured debt in an aggregate principal amount greater than 25% of our consolidated Total Assets (as defined in the Indenture); and (4) merge, consolidate or sell substantially all covenants contained inof our Revolving Credit Agreement.assets. In addition, the Revolving Credit Agreement containsIndenture also provides for customary events of default. In the case of anIf any event of default the lenders may terminate the commitmentsoccurs, any amount then outstanding under the secured revolving credit facilityIndenture may immediately become due and require immediate repaymentpayable. These events of all outstanding borrowings. Such terminationdefault are subject to a number of important exceptions and acceleration would occur automaticallyqualifications set forth in the eventIndenture. We were in compliance with the terms of certain bankruptcy events.the Indenture as of the date of this quarterly report.
The table below sets forth the material terms of our outstanding senior notes as of the date of this quarterly report:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Senior Notes | | Issue
Date | | Amount
Outstanding | | Interest
Rate Coupon | | Maturity
Date | | Interest
Due Dates | | Optional
Redemption Date |
| 2027 Senior Notes | | November 3, 2021 | | $100.0 million | | 5.75% | | May 1, 2027 | | May 1 and November 1 | | February 1, 2027 |
Other Credit Facilities, Warehouse Facilities and Repurchase Agreements
In the future, we may also use other sources of financing to fund the origination or acquisition of our target investments, including other credit facilities and other secured and unsecured forms of borrowing. These financings may be collateralized or non-collateralized and may involve one or more lenders. We expect that these facilities will typically have maturities ranging from two to five years and may accrue interest at either fixed or floating rates.
35As of June 30, 2022, we believe that our cash on hand, capacity available under our Revolving Credit Facility, and cash flows from operations will be sufficient to service our outstanding debt during the next twelve months.
Capital Markets
We may seek to raise further equity capital and issue debt securities in order to fund our future investments in loans.
Cash Flows
The following table sets forth changes in cash and cash equivalents for the three and restrictedsix months ended June 30, 2022 and 2021:
| | | | | | | | | | | |
| Six months ended June 30, |
| 2022 | | 2021 |
| Net income | $ | 21,513,793 | | | $ | 6,028,542 | |
| Adjustments to reconcile net income to net cash (used in) provided by operating activities and changes in operating assets and liabilities | (6,287,571) | | | 1,467,345 | |
| Net cash provided by (used in) operating activities | 15,226,222 | | | 7,495,887 | |
| Net cash (used in) provided by investing activities | (49,122,968) | | | (61,684,731) | |
| Net cash (used in) provided by financing activities | (29,765,769) | | | 169,169,896 | |
| Change in cash and cash equivalents | $ | (63,662,515) | | | $ | 114,981,052 | |
Net Cash Provided by (Used in) Operating Activities
Net cash forprovided by operating activities during the six months ended June 30, 2021:2022 was approximately $15.2 million, compared to approximately $7.5 million for the same period in 2021. The increase from June 30, 2021 to June 30, 2022 was primarily due to an increase in net income of approximately $15.5 million, offset by an increase in accretion of OID of approximately $(6.1) million and increase in PIK interest of approximately $(2.2) million.
40
| | | For the six months ended June 30, 2021 | |
| Net Income | | $ | 6,028,542 | |
| Adjustments to reconcile net income to net cash provided by / (used in) operating activities and changes in operating assets and liabilities | | | 1,467,345 | |
| Net cash provided by operating activities | | | 7,495,887 | |
| Net cash used in investing activities | | | (61,684,731 | ) |
| Net cash provided by financing activities | | | 169,169,896 | |
| Change in cash, cash equivalents and restricted cash | | $ | 114,981,052 | |
Net Cash Provided by Operating(Used in) Investing Activities
ForNet cash used in investing activities during the six months ended June 30, 2022 was approximately $49.1 million, compared to approximately $61.7 million for the same period in 2021. The change was caused primarily by loan issuance and fundings of approximately $103.8 million during the six months ended June 30, 2022, compared to approximately $76.9 million for the same period in 2021, offset by repayment of loans of approximately $28.2 million during the six months ended June 30, 2022, compared to $12.9 million during the six months ended June 30, 2021, net cash provided by operating activities totaledand proceeds received from the sale of loans and marketable securities of approximately $7.5 million. For$26.5 million during the six months ended June 30, 2021, adjustments2022, compared to net income related to operating activities primarily included net change$0 for the same period in unrealized gain on loans at fair value of approximately $0.6 million, stock-based compensation expense of approximately $1.6 million, PIK interest of approximately $1.3 million, accretion of deferred loan original issue discount and other discounts of approximately $2.3 million, provision for current expected credit losses of approximately $0.7 million and change in other assets and liabilities of approximately $2.1 million.
Net Cash UsedProvided by (Used in) Financing Activities
Net cash used in Investing Activities
Forfinancing activities during the six months ended June 30, 2021, net cash used in investing activities totaled2022 was approximately $61.7 million. The net cash used in investing activities was primarily a result of the cash used for the origination and funding of loans held for investment of approximately $76.9$29.8 million, exceeding the cash received from principal repayment of loans held for investment of approximately $12.9 million and cash received from the sale of Assigned Rights of approximately $2.3 million for the six months ended June 30, 2021.
Net Cash Provided by Financing Activities
For the six months ended June 30, 2021,compared to net cash provided by financing activities totaledof approximately $169.2 million and related tofor the same period in 2021. The change was caused primarily by the change in proceeds from the issuancesale of our common stock of approximately $66.0 million in our IPO and follow-on public offering ofthe current period versus approximately $180.3 million less offering costsin the prior year period as well as the repayments on the AFCF Revolving Credit Facility of approximately $3.8 million and less approximately $7.3$75.0 million in dividends paid.
the current period, versus $0 for the same period in 2021.
Contractual Obligations, and Other Commitments,
Our contractual obligations as of June 30, 2021 and December 31, 20202022 are as follows:
| | | As of June 30, 2021 | |
| | | Less than 1 year | | | 1-3 years | | | 3-5 years | | | More than 5 years | | | Total | |
| Unfunded Commitments | | $ | 23,999,842 | | | | - | | | | - | | | | - | | | $ | 23,999,842 | |
| Total | | $ | 23,999,842 | | | | - | | | | - | | | | - | | | $ | 23,999,842 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of June 30, 2022 |
| Less than
1 year | | 1-3 years | | 3-5 years | | More than
5 years | | Total |
| Unfunded commitments | $ | 61,982,107 | | | $ | — | | | $ | — | | | $ | — | | | $ | 61,982,107 | |
| Total | $ | 61,982,107 | | | $ | — | | | $ | — | | | $ | — | | | $ | 61,982,107 | |
| | | As of December 31, 2020 | |
| | | Less than 1 year | | | 1-3 years | | | 3-5 years | | | More than 5 years | | | Total | |
| Unfunded Commitments | | $ | 19,825,119 | | | | - | | | | - | | | | - | | | $ | 19,825,119 | |
| Total | | $ | 19,825,119 | | | | - | | | | - | | | | - | | | $ | 19,825,119 | |
As of June 30, 2021 and December 31, 2020,2022, all unfunded commitments relate to our total loan commitments and were dueavailable for funding in less than one year.
We also had the following contractual obligations as of June 30, 2022 relating to the 2027 Senior Notes:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of June 30, 2022 |
| Less than
1 year | | 1-3 years | | 3-5 years | | More than
5 years | | Total |
Contractual obligations(1) | $ | 6,229,167 | | | $ | 11,500,000 | | | $ | 111,020,833 | | | $ | — | | | $ | 128,750,000 | |
| Total | $ | 6,229,167 | | | $ | 11,500,000 | | | $ | 111,020,833 | | | $ | — | | | $ | 128,750,000 | |
(1) Amounts include projected interest payments during the period based on interest rates in effect as of June 30, 2022.
We may enter into certain contracts that may contain a variety of indemnification obligations. The maximum potential future payment amountamounts we could be required to pay under these indemnification obligations may be unlimited.
Off-Balance Sheet Arrangements
Off-balance sheet commitments consist of unfunded commitments on delayed draw loans. Other than as set forth in this quarterly report on Form 10-Q, we do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured investment vehicles, special purpose entities or variable interest entities, established to facilitate off-balance sheet arrangements or other contractually narrow or limited purposes. Further, we have not guaranteed any obligations of unconsolidated entities or entered into any commitment or intend to provide additional funding to any such entities.
Leverage Policies
We currently do not intend to have leverage of more than one times equity and intend to have substantially less drawn on any revolving credit agreements than available commitments under those agreements. Althoughequity. While we are not required to maintain any particularour leverage ratio in compliance with the 2027 Senior Notes Indenture, we expect to employ prudent amounts of leverage and, when appropriate, to use debt as a means of providing additional funds for the acquisition of loans, to refinance existing debt or for general corporate purposes. Leverage is primarily used to provide capital for forward commitments until additional equity is raised or additional medium- to long-term financing is arranged. This policy is subject to change by management and our Board.
Dividends
We will electhave elected to be taxed as a REIT for United States federal income tax purposes and, as such, anticipateintend to annually distributingdistribute to our stockholdersshareholders at least 90% of our REIT taxable income, prior to the deduction for dividends paid and excluding our net capital gain. If we distribute less than 100% of our REIT taxable income in any tax year (taking into account any distributions made in a subsequent tax year under Sections 857(b)(9) or 858 of the Internal Revenue Code of 1986, as amended (the “Code”))Code), we will pay tax at regular corporate rates on that undistributed portion. Furthermore, if we distribute less than the sum of (i) 85% of our ordinary income for the calendar year, (ii) 95% of our capital gain net income for the calendar year and (iii) any undistributed shortfall from itsour prior calendar year (the “Required Distribution”) to our stockholdersshareholders during any calendar year (including any distributions declared by the last day of the calendar year but paid in the subsequent year), then we are required to pay non-deductible excise tax equal to 4% of any shortfall between the Required Distribution and the amount that was actually distributed. Any of these taxes would decrease cash available for distribution to our stockholders.shareholders. The 90% distribution requirement does not require the distribution of net capital gains. However, if we elect to retain any of our net capital gain for any tax year, we must notify our stockholdersshareholders and pay tax at regular corporate rates on the retained net capital gain. The stockholdersshareholders must include their proportionate share of the retained net capital gain in their taxable income for the tax year, and they are deemed to have paid the REIT’s tax on their proportionate share of the retained capital gain. Furthermore, such retained capital gain may be subject to the nondeductible 4% excise tax. If we determine that our estimated current year taxable income (including net capital gain) will be in excess of estimated dividend distributions (including capital gains dividends) for the current year from such income, we will accrue excise tax on a portion of the estimated excess taxable income as such taxable income is earned.
To the extent that our cash available for distribution is less than the amount required to be distributed under the REIT provisions of the Code, we may be required to fund distributions from working capital or through equity, equity-related or debt financings or, in certain circumstances, asset sales, as to which our ability to consummate transactions in a timely manner on favorable terms, or at all, cannot be assured, or we may make a portion of the Required Distribution in the form of a taxable stock distribution or distribution of debt securities.
Any future determination to actually pay dividends or other distributions will be at the discretion of our Board, subject to compliance with applicable law and any contractual provisions, including under agreements for indebtedness we may incur, that restrict or limit our ability to pay dividends, and will depend upon, among other factors, our results of operations, financial condition, earnings, capital requirements, the annual distribution requirements under the REIT provisions of the Code, our REIT taxable income and other factors that our Board deems relevant. Under the Maryland General Corporation Law, we generally may only pay a dividend or other distribution if, after giving effect to the distribution, we would be able to pay our indebtedness as it becomes due in the usual course of business and our total assets exceed our total liabilities.
Critical Accounting Policies and Estimates
As of June 30, 2021,2022, there were no significant changes in or changes in the application of our critical accounting policies or estimates from those presented in the Final Prospectus.our Annual Report on Form 10-K.
Item 3. | Item 3. Quantitative and Qualitative Disclosures About Market Risk |
We are exposed to market risks in the ordinary course of our business. These risks primarily relate to fluctuations in interest rates. Our loans are typically valued using a yield analysis, which is typically performed for non-credit impaired loans to borrowers. Changes in market yields may change the fair value of certain of our loans. Generally, an increase in market yields may result in a decrease in the fair value of certain of our loans,loans; however, this is mitigated to the extent our loans bear interest at a floating rate. As of June 30, 2021,2022, a decrease of 50 bps or increase of 50 bps of the market yield would have resulted in a change in unrealized gain / (loss) of approximately $0.4$0.5 million and $(0.5) million, respectively. As of June 30, 2021,2022, we had threefive floating-rate loans, representing approximately 30%29% of our loan portfolio based on aggregate outstanding principal balances,balances. These floating benchmark rates include one-month LIBOR subject to a weighted average LIBOR floor of approximately 1% with LIBOR1.0% and quoted as 0.146%at 1.787%, one-month Secured Overnight Financing Rate (“SOFR”) subject to a weighted average floor of 1.0%, and quoted at 1.686% and U.S. Prime Rate subjected to a weighted average floor of 4.0% quoted at 4.750%. We estimate that a hypothetical 100 basis points increase in LIBORthe floating benchmark rate would result in an increase in annual interest income of approximately $0.1$1.2 million and a hypothetical 100 basis points decrease in LIBORthe floating benchmark rate would not affect ourresult in a decrease in annual interest income due to the LIBOR floor on our loans. This assumes that the weighted average LIBOR floor of our floating-rate loans remains at approximately 1%.
Potential Impact of LIBOR Transition
The Chief Executive of the U.K. Financial Conduct Authority (the “FCA”), which regulates the London Interbank Offered Rate, or LIBOR, has announced that the FCA will no longer persuade or compel banks to submit rates for the calculation of LIBOR after 2021. However, for U.S dollar LIBOR, the relevant date has been deferred to at least June 30, 2023 for certain tenors (including overnight and one, three, six and 12 months), at which time the LIBOR administrator has indicated that it intends to cease publication of U.S. dollar LIBOR. Despite this deferral, the LIBOR administrator has advised that no new contracts using U.S. dollar LIBOR should be entered into after December 31, 2021. These actions indicate that the continuation of U.S. LIBOR on the current basis cannot and will not be guaranteed after June 30, 2023. Moreover, it is possible that U.S. LIBOR will be discontinued or modified prior to June 30, 2023.
As of June 30, 2021, three2022, five of our loans, representing approximately 30%29% of our loan portfolio based on aggregate outstanding principal balances, paid interest at a variable rate tied to LIBOR.either LIBOR, SOFR, or U.S. Prime Rate. If LIBOR isone of these floating benchmarks are no longer available, our applicable loan documents generally allow us to choose a new index based upon comparable information. However, if LIBOR iseach of these benchmarks are no longer available, we may need to renegotiate some of our agreements to determine a replacement index or rate of interest. There is currently no definitive information regarding the future utilization of LIBOR or of any particular replacement rate. As such, the potential effect of any such event on our cost of capital and net investment income cannot yet be determined and any changes to benchmark interest rates could increase our financing costs, which could impact our results of operations, cash flows and the market value of our loans. In addition, the elimination of LIBOR and/or changes to another index could result in mismatches with the interest rate of loans that we are financing.